ANNUAL REPORT 2017-2018...2. To appoint a Director in place of Shri Ankit Rathi (DIN: - 01379134) Director, who retires by rotation and being eligible, offers himself for re-appointment

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ANNUAL REPORT 2017-2018CORPORATE INFORMATION

BOARD OF DIRECTORSMr. Omprakash Ramashankar Pathak Managing DirectorMr. Ankit Rathi Non-Executive DirectorMr. Vijay Pal Shukla Non-Executive DirectorMr. Harish Kumar Chauhan Non-Executive Independent DirectorMs. Preeti Sharma Non-Executive Independent DirectorMr. Suresh Pratap Singh Chief Financial Officer

STATUTORY AUDITORSM/s. Soni Gulati & Co., Chartered AccountantG-79/212, 2nd Floor, Gupta Building, Laxmi Nagar, New Delhi – 110092.

INTERNAL AUDITORSM/s. R. Mahajan & AssociatesChartered Accountant

BANKERSDCB Bank15G, Hansalaya Building, Barakhamba R0ad, New Delhi – 110001.

REGISTRAR & TRANSFER AGENTAbhipra Capital LimitedA-387, Abhipra Complex, Dilkhush Industrial Area,G.T. Karnal Road, Azadpur, New Delhi – 110033.Phone No: 011-42390700Fax: 011-42390725Email: [email protected]

REGISTERED OFFICE711, 7th Floor, New Delhi House, 27,Barakhamba Road, New Delhi – 110001.Tel.: 011-43656567, Fax.: 011-43656567Email.: [email protected] Website.: www.panindiacorp.com

1. Notice of Annual General Meeting 2

2. Directors’ Report 6-11

3. Annexures to Director’s Report 12-26

4. Corporate Governance Report 27-36

5. Independent Auditor’s Report 37-40

6. Balance Sheet 41

7. Statement of Profit & Loss 42

8. Cash Flow Statement 43

9. Notes to Accounts 44-52

10. Proxy Form & Attendance Slip 53

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NOTICENOTICE is hereby given that the 34th Annual General Meeting of the members of PAN INDIA CORPORATION LIMITED will be held at Plot No. 122, Mahalaxmi Vihar, Karawal Nagar, Delhi - 110094 on Friday, 28th September, 2018, at 10:00 A.M. (IST) to transact the following business: -ORDINARY BUSINESSES:1. To receive, consider and adopt the Audited Financial Statement of

the company for the Financial Year ended 31st March, 2018 along with the Report of the Directors and Auditors’ thereon.

2. To appoint a Director in place of Shri Ankit Rathi (DIN: - 01379134) Director, who retires by rotation and being eligible, offers himself for re-appointment.

By Order of the Board of Directors For Pan India Corporation Limited

Sd/-Omprakash Ramashankar Pathak

Date: 27.08.2018 (Managing Director) Place: New Delhi DIN: - 01428320

Address: 503, 5TH Floor, Trimurti Appt Kores Road, J K Gram,

Thane, Maharashtra- 400606

NOTES1. A MEMBER ENTITLED TO ATTEND AND VOTE

AT THE 34TH ANNUAL GENERAL MEETING (THE “MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED AND SIGNED AND MUST BE DEPOSITED, AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THANFORTY-EIGHT HOURS (48 HOURS) BEFORE THE SCHEDULED TIME FIXED FOR HOLDING THE AFORESAID MEETING.

A BLANK PROXY FORM IS ENCLOSED. A person can act as a proxy on behalf of members not exceeding

fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

The Instrument appointing a proxy shall be in writing and be signed by the appointer or his/her attorney duly authorized in writing or, if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorized by it.

Proxies submitted on behalf of limited companies, societies, partnership firms etc. must be supported by appropriate resolution/authority, as applicable, issued by the member.

2. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the company, provided that not less than three days’ notice in writing is given to the company.

3. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013 will be available for inspection by the members at the AGM.

4. The Register of Contracts or Arrangements in which directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members at the AGM.

5. The Annual Report 2017-18 is being sent through electronic mode only to those members whose email address are registered with the Company/Depository Participant(s), unless any member who has requested for a physical copy of the report. For members who have not registered their email address, physical copies of the Annual Report 2017-18 are being sent by the permitted mode.

6. The Landmark for reaching venue of Annual General Meeting is Krishna Bharti Public School.

7. Route Map for easy location of Venue of Annual General Meeting is attached with the Notice of Annual General Meeting.

8. No gifts, gifts coupons, or cash in lieu of gifts is distributed in the Meeting.

9. Additional Information, pursuant to regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, In respect of the directors seeking appointment/re-appointment at the AGM, is furnished as annexure to the Notice.

10. Members are requested to bring their attendance slip along with their copy of annual report to the meeting.

Note that copies of Annual Report will not be distributed at the Annual General Meeting.

11. Members/ Proxies/ Authorized Representatives are requested to deposit the attendance slip duly filed in and signed for attending the Meeting. Members who hold shares in dematerialization form are requested to write their client ID and DP ID numbers for identification.

12. Members, who have not registered their e-mail address so far, are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

13. The Notice for the Annual General Meeting and the Annual Report will be available for inspection at the Registered Office of the Company on all working days in business hour up to the date of Annual General Meeting. The above said shall also be available on the Company’s website at www.panindiacorp.com and on the website of the NSDL: https://nsdl.co.in/ for inspection and downloading by the shareholders of the company.

14. Members seeking further information on the Accounts or any other matter contained in the Notice are requested to write to the Company at least 7 days before the meeting so that relevant information can be kept ready at the meeting.

15. All documents referred to in the accompanying notice are open for inspection by the members at the Registered Office of the

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ANNUAL REPORT 2017-2018Company during the office hours on all working days (except Saturdays, Sundays and Public Holidays) between 11: 00 A.M. to 1: 00 P.M up to the date of this Annual General Meeting.

16. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit PAN to their Depository Participants with whom they are maintaining their de-mat account. Member holding shares in physical form can submit their PAN details to the Company at the Registered Office of the Company.

17. The Securities and Exchange Board of India (SEBI) vide its notification no SEBI/LAD-NRO/GN/2018/24 dated 08th June, 2018 mandated that, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. W.e.f. 05.12.2018 it shall be mandatory to demat the securities for getting the shares transferred. Members holding shares in physical form are, therefore, requested to convert their holding in Demat form before 05.12.2018.

18. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

19. The Register of Members and Share Transfer Books of the company shall remain closed from 23.09.2018 to 28.09.2018 (Both days inclusive).

20. Corporate members intending to send their authorized representatives to attend the meeting are requested to send to the Company, a certified copy of the Board Resolution authorizing their representative to attend and vote in their behalf at the meeting.

21. Due to security reasons mobile phones, camera, bags and other accessories are not allowed to be carried inside the meeting premises.

22. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) rules, 2014 as substituted by the Companies (Management and Administration) Amendment, Rules 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has provided a facility to the members to exercise their votes electronically through the electronic voting system facility arranged by National Securities Depository Limited (NSDL). The Facility for voting through ballot paper will also be made available at the AGM and the members attending the AGM who have not already cast their votes by remote e-voting shall be able to exercise their right at the AGM through ballot paper. Members who have cast their votes by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their vote again. The instructions for e-voting are annexed to the Notice.

23. Voting through electronic means: i) According to Section 108 of Companies Act, 2013, read with

Rule 20 of Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, e-voting is mandatory for every company which has listed its equity shares on a recognized stock exchange or companies having Shareholders not less than one thousand.

ii) In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide facility to the members to exercise their right to vote using an electronic voting system from a place other than the venue of AGM (“remote e-voting”) at the 34th Annual General Meeting (AGM) by electronic means on all resolutions and the business may be transacted through remote e-voting services provided by National Securities Depository Limited (NSDL). It is hereby clarified that it is not mandatory for a member to vote using the remote e-voting facility and a member may avail of the facility at his/her/its discretion. The instructions for remote e-voting are as under:

iii) The e-voting facility is available at the link http://www.evoting.nsdl.com

iv) The electronic voting particulars are set out below:

EVEN(E-VOTING EVENT NO.)

USER ID PASSWORD/ PIN

The e-voting facility will be available during the following voting period:

COMMENCEMENT OF E-VOTING

END OF E-VOTING

From 10:00 a.m. (Indian Standard Time) on Tuesday, September 25, 2018

Up to 5:00 p.m.(Indian Standard Time) on Thursday, September 27,

2018

The cut-off date for the purpose of sending this Notice is Monday, 03rd September, 2018.

During the e-voting period, all members of the Company holding shares in any form i.e. physical or dematerialized, as on cut - off date (record date) of 21.09.2018 may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.

Any person who acquired shares and became member after dispatch of Notice of 34th Annual General Meeting and holds shares as of the Cut - off date of 21.09.2018 may obtain the login ID and Password for remote e-voting by sending a request at [email protected].

Vote once cast by the member cannot be changed/ altered.

The voting rights of the shareholders shall be in proportion to their shares of the Paid-up equity share capital of the Company.24. The procedure and instructions for e-voting as given

in the Notice of the 34th Annual General Meeting are reproduced hereunder for easy reference:

I. In case of Members receiving e-mail from NSDL (For those members whose e-mail addresses are registered with Company/Depositories):

a. Open e-mail and open PDF file viz. “PAN India Corporation Limited e-voting.pdf” with your client ID or Folio No. as password containing your user ID and password for remote e-voting. Please note that the password is an initial password.

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b. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/.

c. Click on Shareholder-Login.

d. Put user ID and password as initial password noted in step (a) above. Click Login.

e. Password change menu appears. Change the password with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

f. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

g. Select “EVEN” of “Pan India Corporation Limited”.

h. Now you are ready for remote e-voting as Cast Vote page opens.

i. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

j. Upon confirmation, the message “Vote cast successfully” will be displayed.

k. Once you have voted on the resolution, you will not be allowed to modify your vote.

l. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected].

II. In case of Members receiving Physical copy of Notice of 34th Annual General Meeting (for members whose email IDs are not registered with the Company/ Depository Participants(s) or requesting physical copy).

a. Initial password is provided in the box overleaf.

b. Please follow all steps from Sl. No. (b) to Sl. No. (l) above, to cast vote.

A. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

B. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the following toll-free no.: 1800-222-990.

C. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

D. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

E. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

F. Ms. Pritika Nagi, Practicing Company Secretary (Membership No. ACS 29544 & CP No.11279), Proprietor, M/s Pritika Nagi & Associates, Company Secretaries has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

G. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

H. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman/ Managing Director who shall countersign the same and declare the result of the voting forthwith.

I. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.panindiacorp.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing and communicated to all the Stock Exchanges, where the securities of the Company are listed.

Members holding shares in physical form are requested to intimate their e-mail address to M/s. Abhipra Capital Limited either by [email protected] or by sending a communication at the M/s. Abhipra Capital Limited, A-387, Abhipra Complex, Dilkush Industrial Area, G.T. Karnal Road, Azadpur, Delhi - 110033.

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ANNUAL REPORT 2017-2018ANNEXURE TO THE NOTICE

DETAILS OF DIRECTORS SEEKING APPOINTMENT OR RE-APPOINTMENT AT FORTHCOMING ANNUAL GEN-ERAL MEETING(Pursuant to Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 issued by the Institute of Company Secretaries of India.)

ParticularsName and Age of Director Mr. Ankit Rathi, 41 yearsDate of Birth 03.04.1977DIN 01379134Qualification Graduate from Agra UniversityExpertise in specific functional areas Has an experience of about fifteen years in Share Trading & Adminis-

tration, Financial Management.Terms and Conditions of appointment or re-appointment along with details of remuneration sought to be paid

N.A.

Last Drawn Remuneration NilDate of first appointment on the Board 01/12/2006Directorship held in other Listed companies and

Unlisted companies

1) TACTFULL INVESTMENTS LIMITED2) BITS LIMITED3) UJJWAL LIMITED4) AMORPHOS INDUSTRIES LIMITED

1) VIZWISE COMMERCE PRIVATE LIMITED2) UJJWAL INFRASTRUCTURE PRIVATE LIMITED3) SPG FINVEST PRIVATE LIMITED

No. of Board Meeting attended during the year 2017-2018. 8Membership/Chairmanship of the Committees across the Companies* Member – 7

Chairman - 2No. of equity shares held NilRelationship with other Directors He is not related /associated with any director of the CompanyBrief Resume Mr. Ankit Rathi aged 41 years is associated with the Company from

last 11 years. He has wide experience in Share Trading, Administra-tion and Financial Management.

*Committee position only of the Audit Committee and Stakeholder’s Relationship Committee in Public Companies (whether listed or not) have been considered.


Sd/- Omprakash Ramashankar Pathak

Date: 27.08.2018 (Managing Director) Place: New Delhi DIN: - 01428320

Address: 503, 5TH Floor, Trimurti Appt Kores Road, J K Gram,

Thane, Maharashtra- 400606

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DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 2017- 2018Dear Members,Your Directors are pleased to present the 34th Annual Report on the business and operations of the Company together with the Audited Financial Statement for the year ended 31st March, 2018.CORPORATE OVERVIEWPan India Corporation Limited (Your Company) is engaged in the business to invest in, buy, sell, transfer, hypothecate, deal in and dispose of any shares, stocks, debentures (whether perpetual or redeemable debentures), debenture stock, securities, including securities of any government, Lo-cal Authority, bonds and certificates and properties (whether Immovable or movable).FINANCIAL PERFORMANCESUMMARISED FINANCIAL HIGHLIGHTS

(Amount in Rs.)Previous Year

Particulars Year Ended31st March, 2018

Year Ended31st March, 2017

Income from Operations - 8,10,533Other Income - 90,000Total Income - 9,00,533Total Expenditure 2,11,32,923 65,05,422Profit/ (Loss) before tax (2,11,32,923) (56,04,889)Less: Provision for Deferred Tax (136) (211)Less: Prior period Adjustment of Tax NilNet Profit/(Loss) after Tax (2,11,33,059) (56,05,100)

STATE OF COMPANY’S AFFAIRSDuring the year, company has zero Turnover. Your directors expect that there will be further improvement in overall performance in the coming years.MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2017 – 18There is no material changes and commitment affecting the financial position of company after the close of financial year 2017-2018 till the date of report.DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY There is no subsidiary and joint venture of the company and further there are no companies, which have become or ceased to be the subsidiary and joint venture of the company during the year.Further, M/s Mitika Traders Private Limited ceased to be our Associate Company during the year under review. DIVIDEND AND RESERVESDuring the year under review, your Company does not recommend any dividend in the absence of profits. And also, your company has not made any transfer to Reserves during the financial year 2017-2018.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANYDetails of Loans, Guarantees and Investments, if any, which are

covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements as on 31.03.2018 and forms a part of annual report. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACYYour Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The internal audit is entrusted to M/s R. Mahajan & Associates, a firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business practices.The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements to strengthen the same. The Board of Directors has framed a policy which ensures the orderly and efficient conduct of its business, safeguarding of its assets, to provide greater assurance regarding prevention and detection of frauds and accuracy and completeness of the accounting records of the company.During the year no reportable weakness in the operations and accounting were observed and your company has adequate internal financial control with reference to its financial statements.RELATED PARTY TRANSACTIONSAll the contracts/ arrangements/ transactions entered by the company with related party for the year under review were in the ordinary course of business and on Arm’s Length basis. Detail of related party transactions have been disclosed in notes to the financial statements.Further, your company has not entered into any material contracts or

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ANNUAL REPORT 2017-2018arrangements with related parties at arm’s length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with rules made there under, in Form AOC-2 is not applicable.The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company (http://www.panindiacorp.com/RelatedPartyPolicy-v1.2.pdf). RISK MANAGEMENTThe risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of all risks.In this regard the board has formulated a Risk Management policy, which defines the risk assessment and minimization procedures. As per view of board, apart from liability which may arise for payment of statutory dues to government of India regarding increase in authorized capital, there is no other risk in operation of company, which may impact the existence of company.AUDITORS AND AUDITOR’S REPORTSTATUTORY AUDITORSIn terms of the provisions of Section 139(1) of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee of the Board subject to its confirmation by the members/shareholders in the Annual General Meeting approved the appointment of M/s Soni Gulati & Co., Chartered Accountants, as a Statutory Auditors of the Company for a period of Five years at the 32nd Annual General Meeting held on 30th September, 2016 and ratification by the members/shareholders at every Annual General Meeting of the Company. However, Companies Amendment Act, 2017 read with notification dated 07th May, 2018 deleted provision of Annual ratification of appointment of Auditors. As such, no resolution for approving the ratification of appointment of Statutory Auditors has been proposed in the Notice.The auditor report and notes on accounts referred to in the Auditors Report is self-explanatory and there are no adverse remarks or qualification in the Report except as stated below and general remarks are in the nature of facts. M/s Soni Gulati & Co., Chartered Accountants who was Statutory Auditors of the Company have given their remarks which are as follows:Auditor remarks for financial statement ending 31.03.2018: The Company is regular in filing and depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with appropriate authorities. However, according to the information and explanations given by the management of the company, below mentioned Income Tax Liability is outstanding as at 31st March, 2018 for a period of more than six months from the date they became payable:

Assessment Year Outstanding Demand Amount (Rs.)

1993-94 1,47,833.001995-96 3,40,226.001996-97 4,65,963.001998-99 2,06,438.00

2008-09 2,959.00Total 11,63,419.00

Further, the company has also not deposited the following ROC Fees on account of disputes

Name of the Statue

Nature of Dues

Amount Period to which amount relates

Forum where dispute is pend-ing

Compa-nies Act, 1956

R.O.C fees for increase in Authorized Capital

Amount ascer-tained over 2.76 crores which has been accepted by the company but not depos-ited as part payment is not accept-able.

F.Y. –1996-97 & F.Y 1998-99

Tis Hazari Court

Our reply to auditor remarks:1. In respect of outstanding Income tax Demands: - These demands have been uploaded by the Income tax

Department on Income Tax portal. We are looking into the demands for these years and for against these demands either rectification application will be filed or appeal will be filed.

2. In respect of ROC fees: - Your Board has acknowledged that the statutory fees is required

to be paid to Registrar of companies (ROC), Ministry of Corporate Affairs for increase in authorized share capital of the company in past. However, the amount to be paid to ROC is yet to be ascertained due to changes in law from time to time.

ROC has already filed prosecution before Court for non-compliance of Section 97 of the Companies Act 1956 and company has also filed reply before the court stating its intent to pay fees on increase in authorized capital, such matter is now sub-judice before the court and company is awaiting the directions of court regarding ascertainment of fees to be paid to ROC, Delhi.

SECRETARIAL AUDITPursuant to provisions of Section 204 of the Companies Act, 2013 and rules made there under, the board has appointed M/s Pritika Nagi & Associates, Company Secretary in Practice to conduct the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is attached herewith as part of the Annual Report as Annexure A which forms an integral part of this report. There are no secretarial audit qualification/adverse remarks, reservation for the year under review except as stated below: -.Secretarial Auditor remarks for financial year ending 31.03.2018:

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SECRETARIAL AUDITOR REMARKAppointment of Company Secretary which is mandatory for the company is not done by the company during the year 2017-18.Our reply to Secretarial Auditor remarks: Your Board has acknowledged that the Whole Time Company Secretary is not appointed in the company in the financial year 2017 -2018, it is to be informed to the board that financial position of the company is not very strong and company is running into losses, so appointment of Whole Time Company Secretary will be an addition burden on the financial position of the company.FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT There are no such frauds reported by auditors, which are committed against the company by officers or employees of the company.DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)• Retirement by Rotation In accordance with the provisions of Section 152 of

The Companies Act, 2013 Mr. Ankit Rathi, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

• Appointment / Re-appointment and Cessation of Directors & KMP

During the year under review, shareholders have approved the re-appointment of Mr. Vijay Pal Shukla, who was liable to retire by rotation at the last Annual General Meeting and appointment of Mr. Omprakash Ramashankar Pathak as Managing Director of the company for a Period of 3 years w.e.f. 07th May, 2017 till 06th May, 2020 at nil remuneration.

Ms. Swati Kapoor, Ex Company Secretary of the company has resigned from the company w.e.f 13th May, 2017.

Further, there is no change in the composition of the Board of Directors of the Company and no directors and Key Managerial Personnel have been appointed/re-appointed or resign from the company during the year under review i.e. 2017 – 2018, except as specified above.

All Independent Directors has given declarations to the company confirming that they meet the criteria of independence as laid down under Section 149(6) of The Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

EXTRACT OF ANNUAL RETURNThe details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of Companies Act, 2013 are included in this report as Annexure B and forms an integral part of this report and same will also be available on Company’s Website www.panindiacorp.com

NUMBER OF MEETINGS OF THE BOARDThe Board duly met at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice along with Agenda and notes on agenda of each Board Meeting was given in writing to each Director.In the Financial Year 2017-2018, the Board met Eight (8) times. The meetings were held on 07/05/2017, 13/05/2017, 29/05/2017, 26/08/2017, 24/10/2017, 09/12/2017, 12/02/2018 and 26/03/2018. The interval between two meetings was well within the maximum period mentioned under Section 173 of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details, please refer report on Corporate Governance, an integral part of this Annual Report.AUDIT COMMITTEEThe present Audit Committee of the board comprises of three members with independent directors forming a majority, namely, Mr. Harish Kumar Chauhan, Non-Executive Independent Director is the Chairman of the Committee and Mr. Ankit Rathi, Promoter Non- Executive Director and Ms. Preeti Sharma, Non-Executive Independent Director are members of the committee.All the recommendations made by the Audit Committee were accepted by the board.Further, the Roles and Responsibility and other related matters of Audit Committee forms an integral part of Corporate Governance Report as part of annual report.POLICIES &DISCLOSURESVIGIL MECHANISMThe Vigil Mechanism/Whistle blower Policy of the company provides that protected disclosures can be made by a whistle blower through an email to the Chairman of the audit committee. The Whistle Blower Policy can be accessed on the Company’s Website at the link: http://www.panindiacorp.com/WhistleBlowerPolicy.pdf. REMUNERATION AND NOMINATION POLICYThe nomination and remuneration committee has recommended to the Board:a) A policy which lays down a framework in relation to

remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The details of this policy are attached as Annexure C in this report and

b) Further, Policy for selection criteria of Directors and Senior Management and Criteria for determining qualifications, positive attributes and director independence is also attached as Annexure D to this Report.

CORPORATE SOCIAL RESPONSIBILITYPursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having net worth of Rupees five hundred crores or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crores or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board. However, it is not applicable in case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and

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ANNUAL REPORT 2017-2018Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013. BOARD EVALUATIONSEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.The evaluation of all the directors and the Board as a whole and that of its committee was conducted based on the criteria and framework adopted by the Board. Board has engaged Nomination and Remuneration Committee for carrying out the evaluation and their finding were shared with the board that had discussed and analyze its performance during the year. The Board approved the evaluation results as collated by the nomination and remuneration committee.The exclusive meeting of Independent Directors was held to evaluate the performance of the Board, non-Independent Directors & the Chairman.The performance evaluation of committee’s and board as a whole was done on the basis of questionnaire which was circulated among the board members and committee members and on receiving the inputs from them, their performance was assessed.Lastly, performance evaluation of individual directors was done on the basis of self-evaluation forms which were circulated among the directors and on receiving the duly filled forms, their performance was assessed.FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORSThe details of programmes for familiarization of Independent Directors with the company, their roles and responsibilities in the company, business model of the company and other related matter are put on the website of the Company at the link: http://www.panindiacorp.com/familirisation_policy.pdfTo familiarize the new inductees as independent director with the strategy, operations and functions of our Company, the executive directors make presentations to the inductees about the Company’s organization structure, finance, human resources, facilities and risk management.Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The Formal format of the letter of appointment is available on our website (http://www.panindiacorp.com/docs.html). CORPORATE GOVERNANCEYour Company has implemented all the stipulations of the Corporate Governance Practices set out by the Securities and Exchange Board of India and as provided in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Report of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of the Annual Report. The requisite certificate from the Company Secretary in Practice

regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure E of the Director’s Report.MANAGEMENTS’ DISCUSSION AND ANALYSIS REPORTManagements’ Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming Annexure F of the Director’s Report.PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURESIn terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee in the company, which draws the remuneration in excess of the limits set out in the said rules.Further, the details of top 10 employees in terms of Remuneration Drawn as per provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Disclosures pertaining to remuneration and other details of directors & KMP as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure G.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGOParticulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder:Conservation of Energyi.) Steps taken or impact on conservation of energy:

Energy conservation efforts are ongoing activities. During the year under review further efforts were made to ensure optimum utilization of electricity.

ii) Steps taken by the company for utilizing alternate sources of energy: Nil, as your company does not carry any manufacturing activities

iii) The Capital investment on energy conservation equipments: Nil

Technology Absorption, Adaption & Innovation and Research & DevelopmentNo research & development or technical absorption or adaption & innovation taken place in the company during the Financial Year 2017-18, the details as per rule 8(3) of the companies (Accounts) Rules 2014 are as follows:i) Efforts made towards technology absorption: - Nilii) Benefits derived like product improvement, cost reduction, product

development or import substitution: Niliii) In case of imported technology (imported during the last 3 years

reckoned from the beginning of the financial year)-

10

a) Details of technology imported: Nil b) Year of Import: Nil c) Whether the technology been fully absorbed: Nil d) Areas where absorption has not taken place and the reasons

there of: Niliv) Expenditure incurred on Research and Development: NilForeign Exchange Earnings and OutgoAs your Company does not deal in Foreign Exchange, therefore the particulars relating to Foreign Exchange Earnings and Outgo are not applicable to your Company.Foreign Exchange Earnings : NilForeign Exchange Outgo : NilDIRECTORS’ RESPONSIBILITY STATEMENTTo the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors confirmed the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:1) That in preparation of Annual Accounts for the year ended March

31st, 2018; the applicable accounting standards have been followed and there are no material departures from the same;

2) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at March 31st, 2018 and of the profit and loss of the Company for the year ended on that date;

3) That the Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The directors have prepared the annual accounts on a going concern basis;

5) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LISTING OF SECURITIESThe Company’s Equity Shares are listed on following stock exchanges:i. The Delhi Stock Exchange Limited ii. The Bombay Stock Exchange Limited iii. The Madras Stock Exchange Limited iv. The Stock Exchange Ahmedabadv. The Calcutta Stock Exchange Association LimitedSecurities and Exchange Board of India (SEBI) vide their circular dated 14thMay, 2015 and 23rd January, 2017 derecognized Madras Stock Exchange and Delhi Stock Exchange respectively. Further, the Company is Voluntary delisted from National Stock

Exchange of India Limited w.e.f. 30th June, 2017.Your Company was suspected as ‘Shell Company’ by SEBI, due to which equity shares of the company were placed in Stage VI of the Graded Surveillance Measure (“GSM”) on the stock exchange and was permitted for restricted trading once a month and transfer of the scrip in restrictive trading category or settlement on trade to trade basis.Now restriction imposed on trading of the Company by BSE has been withdrawn and freely available for trading.Further BSE vide its order ref no L/SURV/OFL/KM/2018-19/SHELL/COMP/511525/2 dated 27th April, 2018 initiate the Forensic Audit of books of accounts of the company in this regard BSE appointed M/s. PVRN & Co., Chartered Accountants to carry out the Forensic Audit of the Company and the same is under process.GENERALYour Director states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: -a) Details relating to deposits covered under Chapter V of the Act.b) Issue of the equity shares with differential rights as to dividend,

voting or otherwise.c) Issue of shares (including sweat equity shares) to directors or

employees of the Company.d) Issue of Employee Stock Option Scheme to employees of the

company.e) As there is no subsidiary or holding company of your company,

so Managing Director of the company does not receive any remuneration or commission from any of such companies.

f) No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Company’s operations in future.

g) Purchase of or subscription for shares in the company by the employees of the company.

h) There is no subsidiary of company, so no policy on material subsidiary is required to be adopted.

Your Directors further state that: -a) The Company has zero tolerance for sexual harassment and

during the year under review, there were no complaint received and no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b) And there is no change in the nature of business of company during the year.

INDUSTRIAL AND HUMAN RELATIONS Since the Company is not into any kind of manufacturing activity, there is no matter to discuss about industrial relations and the Company is maintaining cordial relations with its staff members.ACKNOWLEDGEMENTYour Directors take this opportunity to place on record their appreciation

11

ANNUAL REPORT 2017-2018for the shareholders, bankers and other business associates for their forbearance, understanding and support to the Company. They also wish to place on record their great appreciation of the commitment,

sense of involvement and dedication exhibited by each staff member in the overall development, growth and prosperity of the company. Annexure A to Directors Report

By Order of the Board of DirectorsFor Pan India Corporation Limited

Sd/- Sd/- Vijay Pal Shukla Omprakash Ramashankar PathakDate: 27/08/2018 Director Managing DirectorPlace: New Delhi DIN: – 01379220 DIN: – 01428320 Add: 4/18, Shashi Building, Add: 503, 5th Floor, Trimurti Appt, 2nd Floor, Asaf Ali Road, Kores Road, J. K. Gram, New Delhi – 110002. Thane – 400606.

12

To,The Members, PAN INDIA CORPORATION LIMITED711, 7th Floor, New Delhi House,27, Barakhamba Road,New Delhi-110001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Pan India Corporation Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Pan India Corporation Limited’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on March, 31st 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Pan India Corporation Limited (“the Company”) for the financial year ended on 31st March, 2018 according to the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made thereunder;

ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;

iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; - (Not Applicable)

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company: -

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; - (Not Applicable)

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - (Not Applicable)

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: (Not Applicable)

i. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India

ii) The Listing Agreements entered into by the Company with the Bombay Stock Exchange of India Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, and Listing Agreements etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors that took place during the period under review. Appointment of Company Secretary which is mandatory for the company is not done by the company during the year 2017-18.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes of the Meeting duly recorded and duly singed by chairman of the meeting, the decisions of the Board were taken unanimously and no dissenting views have been recorded. It is also advisable to maintain all

Annexure A to Directors Report

FORM NO. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED AS ON MARCH, 31ST 2018{Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014}

13

ANNUAL REPORT 2017-2018the records of the company in the electronic form also.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there has not been any such activities which have a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

We further report that company has increased its authorised capital in 1998 for which Form 5/Form SH7 had not been filed with Registrar of companies. The said matter is under litigation.

To,The MembersPAN INDIA CORPORATION LIMITED711, 7th Floor, New Delhi House,27, Barakhamba Road,New Delhi-110001Our report of even date is to be read with the following clarification and explanation: 1. Maintenance of secretarial records is the responsibility of the

management of the company. Our responsibility is to express an opinion on the secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company.

For Pritika Nagi & Associates

Sd/-Pritika Nagi

Date: 27.08.2018 Practicing Company SecretaryPlace: New Delhi M. No.: 29544, CP No.: 11279

We further Report that company does not fall under any industry for which any specific law is applicable.

For Pritika Nagi & Associates

Sd/-Pritika Nagi


Note: This report is to be read with our letter of even date which is annexed as “Annexure I” and forms an integral part of this report.

Annexure I

14

Annexure B to Director’s ReportFORM NO. MGT 9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company(Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN L72200DL1984PLC0175102 Registration Date 02-09-19843 Name of the Company Pan India Corporation Limited4 Category/Sub-category of the Company Public Company limited by shares, Indian Non-Government Company5 Address of the Registered office & contact details 711, 7th Floor, New Delhi House 27, Barakhamba Road, New Delhi-1100016 Whether listed company Yes7 Name, Address & contact details of the Registrar &

Transfer Agent, if any."Abhipra Capital Limited A-387, Abhipra Complex,Dilkhush Industrial Area, G T Karnal Road, Azadpur, Delhi-110 033. Tel: 011-42390700"

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

S. No.

Name and Description of mainproducts / services

NIC Code of theProduct/service

% to total turnoverof the company

1 NIL NA NIL

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. No.

Name and address of the Company

CIN/GLN Holding/ Subsidiary/Associate

% of shares held

Applicable Section

1 N.A.

IV. SHARE HOLDING PATTERN (Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

Category ofShareholders

No. of Shares held at the beginning of the year [As on 01-April-2017]

No. of Shares held at the end of the year [As on 31-March-2018]

% Change during the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters(1) Indiang) Individual/ HUF 100 - 100 0.00% 100 100 0.00% 0.00%h) Central Govt - - - 0.00% - - - 0.00% 0.00%i) State Govt(s) - - - 0.00% - - - 0.00% 0.00%j) Bodies Corp. 75,08,269 9,00,00,000 9,75,08,269 45.51% 75,08,269 9,00,00,000 9,75,08,269 45.51% 0.00%k) Banks / FI - - - 0.00% - - - 0.00% 0.00%l) Any other - - - 0.00% - - - 0.00% 0.00%Sub Total (A) (1) 75,08,369 9,00,00,000 9,75,08,369 45.51% 75,08,369 9,00,00,000 9,75,08,369 45.51% 0.00%(2) Foreigna) NRI Individuals - - - 0.00% - - - 0.00% 0.00%b) Other Individuals - - - 0.00% - - - 0.00% 0.00%c) Bodies Corp. - - - 0.00% - - - 0.00% 0.00%d) Banks/FI - - - 0.00% - - - 0.00% 0.00%e) Any other - - - 0.00% - - - 0.00% 0.00%

15

ANNUAL REPORT 2017-2018Sub Total (A) (2) - - - 0.00% - - - 0.00% 0.00%TOTAL SHARE-HOLDING OF PROMOTER (A) = (A)(1) + (A)(2)

75,08,369 9,00,00,000 9,75,08,369 45.51% 75,08,369 9,00,00,000 9,75,08,369 45.51% 0.00%

B. PublicShareholding1. Institutionsa) Mutual Funds - - - 0.00% - - - 0.00% 0.00%b) Banks / FI 23,207 23,207 0.01% 23,207 23,207 0.01% 0.00%c) Central Govt - - - 0.00% - - - 0.00% 0.00%d) State Govt(s) - - - 0.00% - - - 0.00% 0.00%e) Venture Capital Funds

- - - 0.00% - - - 0.00% 0.00%

f) Insurance Companies - - - 0.00% - - - 0.00% 0.00%g) FIIs - - - 0.00% - - - 0.00% 0.00% h) Foreign Venture Capital Funds

- - - 0.00% - - - 0.00% 0.00%

i) Others (specify) - - - 0.00% - - - 0.00% 0.00%Sub-total (B)(1):- 23,207 - 23,207 0.01% 23,207 - 23,207 0.01% 0.00%2. Non-Institutionsa) Bodies Corp.i) Indian 53,44,427 53,44,427 2.49% 45,79,474 - 45,79,474 2.14% 0.35%ii) Overseas - - - 0.00% - - - 0.00% 0.00%b) Individualsi) Individual sharehold-ers holding nominal share capital upto Rs. 2 lakh

6,33,11,815 1,62,48,406 7,95,60,221 37.13% 6,30,97,292 1,62,37,021 7,93,34,313 37.03% 0.10%

ii) Individual sharehold-ers holding nominal share capital in excess of Rs 2 lakh

3,10,06,847 - 3,10,06,847 14.47% 3,19,61,464 - 3,19,61,494 14.92% 0.45%

c) Others (specify)Non Resident Indians/OCB

3,23,705 - 3,23,705 0.15% 3,85,651 - 3,85,651 0.18% 0.03%

Clearing Members 4,84,804 4,84,804 0.23% 4,59,622 - 4,59,622 0.21% 0.02%Trusts 2,900 2,900 - 4,400 - 4,400 0.00% 0.00%d) NBFCs registered with RBI

2,020 - 2,020 - - - - 0.00% 0.00%

Sub-total (B)(2):- 10,04,72,418 1,62,52,506 11,67,24,924 54.48% 10,04,76,518 1,62,48,406 11,67,24,924 54.48% 0.00%Total Public Share-holding (B) = (B)(1) + (B)(2)

10,04,95,625 1,62,52,506 11,67,48,131 54.49% 10,04,99,725 1,62,48,406 11,67,48,131 54.49% 0.00%

C. Shares held by Custodian for GDRs & ADRs

- 0.00% 0.00% 0.00%

Grand Total (A+B+C)

10,80,03,994 10,62,52,506 21,42,56,500 100.00% 10,80,08,094 10,62,48,406 21,42,56,500 100.00% 0.00%

(ii) Shareholding of Promoters

S.No.

Shareholder’s Name

Shareholding at the beginning of the year

[As on 01-April-2017]

Shareholding at the end of the year [As on 31-March-2018]

% change in sharehold-ing during the year

No. ofShares

% of total Shares ofthe com-

pany

% of Shares Pledged/

encumbered to total shares

No. ofShares

% of total Shares of the com-

pany

% of Shares Pledged /

encumbered to total shares

1 Ashok Agarwal 100 0.00% 0 100 0.00% 0 0.00%2 Vizwise Commerce

Private Limited 9,75,08,269 45.51% 0 9,75,08,269 45.51% 0 0.00%

Total 9,75,08,369 45.51% 0 9,75,08,369 45.51% 0 0.00%

16

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

SN Particulars Date wise Increase/

Decrease in Promoters Share hold-ing during the year

Rea-sons for increase/decrease

Shareholding at the be-ginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the com-

pany

No. of shares


pany

At the beginning of the year

Changes during the year

At the end of the year

(iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

S.No.

For each of the Top 10 shareholders

Date wise Increase/

Decrease in Share hold-ing during the year


Shareholding at the be-ginning of the year

Cumulative Sharehold-ing during the year

No. of shares


pany

No. of shares


pany1 Seema Swami

At the beginning of the year 01-04-17 18,76,544 0.88% 18,76,544 0.88%Changes during the year Nil 0.00% Nil 0.00%At the end of the year 31/03/2018 18,76,544 0.88% 18,76,544 0.88%

2 Rakesh GuptaAt the beginning of the year 01-04-17 16,18,252 0.76% 16,18,252 0.76%Changes during the year Nil 0.00% Nil 0.00%At the end of the year 31/03/2018 16,18,252 0.76% 16,18,252 0.76%

3 Lalit Kumar SharmaAt the beginning of the year 01-04-17 11,13,889 0.52% 11,13,889 0.52%Changes during the year Transfer 27,407 0.01% 11,41,296 0.53%At the end of the year 31/03/2018 11,41,296 0.53% 11,41,296 0.53%

4 Deepa SinghalAt the beginning of the year 01-04-17 10,00,004 0.47% 10,00,004 0.47%Changes during the year Nil 0.00% Nil 0.00%At the end of the year 31/03/2018 10,00,004 0.47% 10,00,004 0.47%

5 Stanislaus SirvelAt the beginning of the year 01-04-17 5,00,000 0.23% 5,00,000 0.23%Changes during the year Nil 0.00% Nil 0.00%At the end of the year 31/03/2018 5,00,000 0.23% 5,00,000 0.23%

6 Shailendra Kothari

NIL

17

ANNUAL REPORT 2017-2018

At the beginning of the year 01-04-17 4,06,758 0.19% 4,06,758 0.19%Changes during the year Transfer 53,685 0.02% 4,60,443 0.21%At the end of the year 31/03/2018 4,60,443 0.21% 4,60,443 0.21%

7 Ajay Alloys Private LimitedAt the beginning of the year 01-04-17 4,27,146 0.20% 4,27,146 0.20%Changes during the year Nil 0.00% Nil 0.00%At the end of the year 31/03/2018 4,27,146 0.20% 4,27,146 0.20%

8 S.L. Financial Services Private LimitedAt the beginning of the year 01-04-17 3,82,409 0.18% 3,82,409 0.18%Changes during the year Nil 0.00% Nil 0.00%At the end of the year 31/03/2018 3,82,409 0.18% 3,82,409 0.18%

9 Kailash Kumar JainAt the beginning of the year 01-04-17 3,30,000 0.15% 3,30,000 0.15%Changes during the year Nil 0.00% Nil 0.00%At the end of the year 31/03/2018 3,30,000 0.15% 3,30,000 0.15%

10 Matalia Stock Broking Private LimitedAt the beginning of the year 01-04-17 3,26,139 0.15% 3,26,139 0.15%Changes during the year Transfer 3,310 0.00% 3,22,829 0.15%At the end of the year 31/03/2018 3,22,829 0.15% 3,22,829 0.15%

(v) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Personnel

Date wise Increase/

Decrease in Share hold-ing during the year


Shareholding atthe beginning of the year

CumulativeShareholding during

the year

No. of shares


pany

No. of shares


pany

1 NameAt the beginning of the year 0.00% 0.00%Changes during the year 0.00% 0.00%At the end of the year 0.00% 0.00%

2 NameAt the beginning of the year 0.00% 0.00%Changes during the year 0.00% 0.00%At the end of the year 0.00% 0.00%

18

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amt. Rs./Lacs)

Particulars Secured Loansexcluding deposits

Unsecured Loans

Deposits Total Indebted-ness

Indebtedness at the beginning of the financial yeari) Principal Amount -ii) Interest due but not paid -iii) Interest accrued but not due

-

Total (i+ii+iii) - - -Change in Indebtedness during the financial year* Addition -* Reduction -Net Change - - - -Indebtedness at the end of the financial yeari) Principal Amount -ii) Interest due but not paid -iii) Interest accrued but not due

-

Total (i+ii+iii) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount(Rs/Lac)

1 Gross salary(a) Salary as per provisions contained in sec-tion 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2 Stock Option

3 Sweat Equity

4 Commission

- as % of profit

- others, specify5 Others, please specify

Total (A) - -

Ceiling as per the Act 84 Lakhs as per Sched-ule V Part II Section II

NIL

19

ANNUAL REPORT 2017-2018B. Remuneration to other Directors

SN. Particulars of Remuneration Name of Directors Total Amount(Rs/Lac)

3 Independent Directors

Fee for attending board committee meetings -

Commission -

Others, please specify -

Total (1) - - - -

4 Other Non-Executive Directors -

Fee for attending board committee meetings -

Commission -

Others, please specify -

Total (2) - - - -

Total (B)=(1+2) - - - -

Total Managerial Remuneration -

Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SN. Particulars of Remuneration Name of Key Managerial Personnel Total Amount

Name Suresh Pratap Swati Kapoor (Rs/Lac)

Designation CEO CFO CS

1 Gross salary 1,38,000 55,000 1,93,000.00

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

-

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-

(c) Profits in lieu of salary under sec-tion 17(3) Income- tax Act, 1961

-

2 Stock Option -

3 Sweat Equity -

4 Commission

- as % of profit -

- others, specify -

5 Others, please specify -

Total - 1,38,000.00 55,000.00 1,93,000.00

NIL

20

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies

Act

Brief Descrip-tion

Details of Penalty /

Punishment/ Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give

Details)

A. COMPANYPenalty

NIL NIL NIL NIL NILPunishmentCompoundingB. DIRECTORSPenalty

NIL NIL NIL NIL NILPunishmentCompoundingC. OTHER OFFICERS IN DEFAULTPenalty

NIL NIL NIL NIL NILPunishmentCompounding


Sd/- Sd/- OMPRAKASH RAMASHANKAR PATHAK VIJAY PAL SHUKLADate: 27.08.2018 Managing Director DirectorPlace: New Delhi DIN-01428320 DIN - 01379220

21


INTRODUCTIONIn pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and Senior Management of the Company and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the listing agreement as amended from time to time this policy on remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committee and approved by the Board of Directors. SCOPEThe policy contains a description of the core principles of the company’s remuneration policy with respect to executive and non-executive Board members, KMP and other senior management. It follows the principles of maximum transparency and disclosure regarding remuneration, which the company has been applying to its public reporting documents.The terms of this policy shall not be binding on employment agreement entered prior to this date. This Policy is based upon following principals as drawn by nomination and remuneration committee of company:• The level and composition of remuneration is reasonable and

sufficient to attract, retain and motivate directors of the quality required to run the company successfully.

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

• The remuneration of directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

APPLICABLEThis Policy is applicable on Directors, Key Managerial Personnel (KMP) and Senior Management and of the Company.Fundamental principles of the policyThe fundamental Principals of this policy are mentioned below, which are the core factors while determining the remuneration of Director, KMP and senior management:• Industry Practice and Bench marks;• Long-term value creation.• Reward achievement of results on the basis of prudent practice,

responsibility and risk-taking abilities.• Attract and retain the best professionals.• Reward the experience and professional track record.• Ensure equity within the Group and competitiveness outside it.• Optimum mix of fixed and variable salary;• Reward in the form of stock options• Ensure transparency in its remuneration policy

ANNEXURE C TO DIRECTOR’S REPORT

PAN INDIA CORPORATION LIMITEDCIN: L72200DL1984PLC017510

REGISTERED OFFICE -711, 7TH FLOOR, NEW DELHI HOUSE, 27,BARAKHAMBA ROAD, NEW DELHI-110001

TERMS OF THE POLICYA. Terms for Executive Directors, KMP and senior

management of company i. Fixed Salary Managerial Person, KMP and Senior Management are

eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force. The break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

ii. Minimum Remuneration If, in any financial year, the Company has no profits or its

profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government

iii. Provisions for excess remuneration If any Managerial Person draws or receives, directly or

indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government

B. Terms for Non-Executive/ Independent Directors of company

i. Remuneration / Commission The remuneration / commission shall be in accordance with

the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force

ii. Sitting Fees The Non- Executive / Independent Director may receive

remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

Further, the Sitting fees payable to independent directors shall not be less than the sitting fee payable to other

22

directors. iii. Limit of Remuneration/Commission Remuneration /Commission may be paid within the

monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

iv. Stock Option An Independent Director shall not be entitled to any stock

option of the Company.DisclosuresDisclosure in respect to the remuneration of the Company’s Board of Directors will be disclosed annually in the Corporate Governance Report, part of the Annual Report.The Policy shall be disclosed in the Board Report of the company.

POLICY REVIEWThis policy is framed based on the provisions of the Companies Act, 2013 and rules there under and requirements of Clause 49 of the Listing Agreement.In case of any subsequent changes in the provisions of the Companies Act, 2013 or any other regulation which makes any of the provisions in this policy inconsistent with the Act or regulations, the provisions of the Act or regulation would prevail over the policy, and provisions in the policy would be modified in due course to make it consistent with the law.This policy shall be reviewed by the Nomination and Remuneration Committee as and when changes need to be incorporated in the policy due to changes in regulations or as may be felt appropriate by the Committee. Any change or modification in the policy as recommended by the Committee would be given for approval to the Board.

23


POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTOR’S INDEPENDENCE for PAN INDIA CORPORATION LIMITEDThis Policy will be applicable to the Company with the approval of Nomination and Remuneration Committee and Board of Directors. This Policy is in line with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.ScopeThis Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company.POSITIVE ATTRIBUTESThe Nominating and Remuneration Committee of the company works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience.Characteristics expected of all directors candidate include independence, integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board to discharge the duties of Board membership and exercise his responsibilities in a bona-fide manner in the interest of the company.The director candidate should be able to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management of the Company.Qualification & CriteriaThe Nomination and Remuneration Committee has not established specific minimum age, education, years of business experience or specific types of skills for evaluating the suitability of individual Board member, but, in general, expects a candidate to have extensive experience and proven record of professional success, leadership and the highest level of personal and professional ethics, integrity and values and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the company’s business.The proposed appointee shall also fulfill the following requirements: 1) Shall possess a Director Identification Number; 2) Shall not be disqualified under the Companies Act, 2013; 3) Shall give his written consent to act as a Director; 4) Shall endeavor to attend all Board Meetings and wherever he is

appointed as a Committee Member, the Committee Meetings; 5) Shall abide by the Code of Conduct established by the Company

for Directors and Senior Management Personnel; 6) Shall disclose his concern or interest in any company or

companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

Such other requirements as may be prescribed, from time to time,

ANNEXURE D TO DIRECTORS REPORT

under the Companies Act, 2013, Equity Listing Agreements and other relevant laws.

Criteria of IndependenceThe criteria of independence shall be as laid down in Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.The Independent Directors shall abide by the “Code for Independent Directors” as specified in Schedule IV to the Companies Act, 2013.AppointmentThe appointment of an Independent Director shall be approved by the Company in general meeting as provided in sub-section (2) of section 152 of the Act and the explanatory statement annexed to the notice of the general meeting called to consider the said appointment shall indicate the justification for choosing the appointee for appointment as Independent Director.INDEPENDENCE STANDARDSThe candidate shall be evaluated based on the criteria provided under the applicable laws including Companies Act, 2013 read with Rules thereon and the Listing Agreement with the Stock Exchanges. In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making its determination relative to a director’s independence.Independence Review Procedures1. Annual Review The director’s independence for the independent director will be

determined by the Board on an annual basis upon the declarations made by such Directors as per the Companies Act, 2013 read with rules thereon and the listing agreement.

2. Notice of change of Independent Status Each director has an affirmative obligation to inform the Board of

any change in circumstances that put his or her independence at issue.

AmendmentAny amendment to the above criteria for appointment of directors shall be subject to the prior approval of the Board of Directors. DisclosureThe Company will disclose the details about this policy in its Board’s Report.

24

ToThe Members,PAN INDIA CORPORATION LIMITEDWe have examined all relevant records of PAN INDIA CORPORATION LIMITED for the purpose of certifying compliance of conditions of Corporate Governance as per para C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 read with Regulation 34(3) of the said Listing Regulations (hereinafter, collectively referred to as the Listing Regulations) of the Company with stock exchanges in India for the Financial year ended on 31st March, 2018. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of certification.The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to the review of procedures and implementation thereof, adopted by the Company for ensuring the Compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.We further state that such certificate is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the company.On the basis of our review and according to the information and explanation given to us, the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations as applicable has been compiled by the Company in all material respect.

For & on behalf of M/s Pritika Nagi & Associates

Sd/-Pritika Nagi


Annexure E to Directors’ ReportCERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

25


OVERVIEWThe Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under historical cost convention on the accrual basis as per the provisions of the Companies Act, 2013 (‘the Act’) (‘to the extend notified’) and the guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standard) Rules, 2015 and relevant amendment rules issued thereafter. The company has adopted all the Ind AS Standards w.e.f April 01, 2017, the same being the transition date and adoption was carried out in accordance with Ind AS 101. Accordingly, Financial Statement for the year ended March 31, 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India. Previous periods figures (i.e. prepared in accordance with GAAP) have been restated as per Ind AS to make them comparable. The management of PAN INDIA CORPORATION LIMITED accepts responsibility for the integrity and objectivity of these financial statements.INDUSTRIAL STRUCTURE & DEVELOPMENTSChanging economic and business conditions, rapid technology, innovation and adoption and globalization are creating an increasingly competitive market environment that is driving corporations to transform the manner in which they operate. Companies in this environment are now focusing even more on their business objectives such as revenue growth, profitability and asset efficiency.OPPORTUNITIES AND THREAT, OUTLOOK & AREA OF CONCERNGrowth in the Indian economy and demand creates unprecedented opportunities for company to invest significantly in each of its core businesses.Outlook for the overall industries is positive. In keeping with the philosophy of continuous consumer centric approach which is the hall mark of any organization, several developmental activities have been planned for the next fiscal year.RISK MANAGEMENT & CONCERNSRisk in cost of raw materials, environmental liabilities, tax laws, labour relations, litigation and significant changes in the Global political and economical environment exert tremendous influence on the performance of the company.The Company has laid down procedures to inform Board Members about the risk assessment and minimization procedures. HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONSThe Company believes that the employees are the backbone of the Company. Congenial and safe work atmosphere, appropriate recognition and rewards, constant communication, focus on meeting customer needs and change management through training are the hallmarks for development of human resources of the company. Every employee is aware of the challenges posed by the current economic

environment. Employee morale has remained high even during difficult times. The employees have co-opted fully with the management in implementing changes as required by the market. And it is providing an opportunity to all the employees to utilize their full potential and grow in the Organization. There was no strike or labour unrest during the last financial year. There are 2 employees in the company as on 31st March, 2018INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate internal control procedures commensurate with the size of the Company and the nature of its business. These systems are designed to ensure that all the assets of the company are safeguarded and protected against any loss and that all the transactions are properly authorized recorded and reported.The internal audit is entrusted to M/s R. Mahajan & Associates, a firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business practices.The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements to strengthen the same. The Board of Directors has framed a policy which ensures the orderly and efficient conduct of its business, safeguarding of its assets, to provide greater assurance regarding prevention and detection of frauds and accuracy and completeness of the accounting records of the company.Further your company has adequate internal financial control with reference to its financial statements.FINANCIAL REVIEW AND ANALYSISThe financial performance of the Company for the financial year ended March 31, 2018 is given as under: -

PERFORMANCE Year ended 31-3-2018(Amount in Rs.)

Revenue -Expenditure 21132923Profit/ (Loss) before tax (21132923)Provision for Deferred Tax (136)Prior period Adjustment of Tax NilProfit/(Loss) for the year (21133059)

CAUTIONARY STATEMENT: Certain Statements in the “Management Discussion and Analysis” describing the Company’s objectives, expectations or predictions may be “forward looking statements” within the meaning of applicable laws or regulations. These Statements are based on certain assumptions and expectations of future events. Actual results could differ materially from those expressed or implied due to various risk & uncertainties. Important factors that could make a difference to the Company’s operations include changes in Govt. regulations, tax regimes, economic developments and other factors such as litigation. The company does not undertake to update these statements.

Annexure – F to the Directors’ Report

MANAGEMENT’S DISCUSSION AND ANALYSIS


Sd/- Sd/- Vijay Pal Shukla Omprakash Ramashankar PathakDate: 27/08/2018 Director Managing DirectorPlace: New Delhi DIN: – 01379220 DIN: – 01428320

26

Annexure G to Director’s ReportDETAILS OF TOP 10 EMPLOYEES IN TERMS OF REMUNERATION DRAWN AS PER PROVISIONS OF SECTION 197(12) OF THE ACT READ WITH RULES 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

S.No

Name and Age of the Employee

Desig-nation of the Em-ployee

Remu-neration Received (Amount in Rs.)

Nature of employ-ment whether contrac-tual or other-wise

Qualifications and experi-ence of the employee

Date of com-mence-ment of employ-ment

The last employ-ment held by such employee before joining the company

The per-centage of equity shares held by the employee within the meaning of clause (iii) of sub-rule (2) of rule 2 of Companies (Appoint-ment and Remunera-tion ) Rules, 2014

Whether any such employee is a rela-tive of any director or man-ager of the company and if so, name of such director or manager

1 Swati Kapoor# 30 years

Company Secretary

55,000 NonContractual

Company Secre-tary, She has a

wide experience in secretarial work.

10.11.2012 Nil Nil Nil

2 Suresh Pratap Singh 56 years

Chief Financial Officer

1,38,000 NonContractual

Graduate, Nil 27.11.2014 Nil Nil Nil

3 Usha Mangla 45 years

Secretarial Officer

1,20,000 NonContractual

Graduate 01.04.2014 Nil Nil Nil

4 Vijender Kumar 43years

peon 87,200 NonContractual

N.A. 01.04.2014 Nil Nil Nil

# Ms. Swati Kapoor has resigned from the post of Company Secretary w.e.f. 13th May, 2017.DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Name of Director/KMP and designation

Remunerationof Director/KMPfor financial year 2017-18

Ratio of remuneration of each Director/KMP to median remuneration of employees

% increase in Remunera-tion of each director CFO, CEO, C.S or Manager

Mr. Suresh Pratap Singh (CFO) 1,38,000 1.33:1 NilMs. Swati Kapoor (CS) 55,000 0.53:1 Nil

1. Median remuneration of employees of the Company is Rs. 1,03,600/-2. There is no increase in the median remuneration of employees of Pan India Corporation Limited. 3. There were 2 permanent employees on the rolls of Company as on March 31, 2018;4. There is no increase in the managerial remuneration. The Remuneration payable to Managerial Personnel is directly linked to individual

performance as well as that of the business. The remuneration payable to managerial personal was based on the recommendation of the nomination and remuneration committee to revise the remuneration as per industry benchmarks.

5. It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy of the company.


Sd/- Sd/- Vijay Pal Shukla Omprakash Ramashankar PathakDate: 27/08/2018 Director Managing DirectorPlace: New Delhi DIN: – 01379220 DIN: – 01428320

27

ANNUAL REPORT 2017-2018CORPORATE GOVERNANCE REPORT

The Directors present the Company’s Report on Corporate Governance for the year ended 31st March, 2018.(1) COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCECorporate Governance is an integral part of values, ethics and the best business practices followed by the Company. The basis of Corporate Governance envisages optimal utilization of resources for enhancing the values of the enterprise by effectively monitoring executive performance and supporting the entrepreneurship spirit and to ensure ethical behavior of the enterprise in honoring and protecting the rights of all stakeholders, including discharge of social responsibility, through highest level of transparency and accountability in all facets of its operations. The core values of the Company are:• Caring for people.• Integrity including intellectual honesty, openness, fairness & trust. • Commitment to excellence and customer satisfaction. The Company has in place a Code of Corporate Ethics and Conduct reiterating its commitment in interface with stakeholders and clearly laying down the core values and corporate ethics to be practiced by its entire management cadre. The Company strives to set and achieve high standards of Corporate Governance. The very essential characteristics of the Company are transparent functioning, social responsiveness and accountability towards shareholders.GOVERNANCE STRUCTUREThe Corporate Governance structure of the Company is as follows:a) Board of Directors: The Board is entrusted with the ultimate responsibility of the management, directions and performance of the Company.b) Committees of the Board: The Board has constituted the following Committees i.e. Audit Committee, Nomination & Remuneration Committee

& Stakeholder’s Relationship Committee. Each of the Committee has been mandated to operate within a given framework.This year’s annual report has made substantial disclosures on the Board of Directors, financial performance, which are as follows:(2) BOARD OF DIRECTORSSize & Composition of the BoardAs on 31st March, 2018, the Board of the Company consists of 5 directors out of which 2 are Non-Executive Independent Directors, 2 are Non-Executive Directors and 1 is Executive Director and the Chairman of the Board is Non-Executive Director.The details of each member of the Board along with the number of Directorship/Chairmanship/Committee Membership are as given below:

Name Category Designa-tion

No. of BoardMeetingsHeldduring the year 2017-2018

No. of BoardMeetingsAttendedduring the year 2017-2018

No. of Di-rectorship in other Companies

Atten-danceof eachDirectorAt lastAGM

No. ofotherBoardCommittee(s)of whichhe is amember(%, @)

No. of otherBoard Commit-tee(s) of whichhe is aChairman (%, @)

Mr. Ankit Rathi Promoter/ Non-Execu-tive Director

Director 8 8 7 Yes 5 2

Mr. Vijay Pal Shukla

Chairman /Non-Execu-tive Director


Mr. O.P. Pathak

Executive Director

Managing Director 8 8 7 Yes 2 1

Mr. Harish Ku-mar Chauhan

Independent/ Non-Execu-tive Director


Mrs. Preeti Sharma

Independent/ Non-Execu-tive Director


28

% Excluding membership and chairmanship of committees of all private limited companies, foreign Companies and Companies under section 8 of the Companies Act, 2013.@ Committee position only of the Audit Committee and Stakeholder’s Relationship Committee in Public Companies (whether listed or not) have been considered. This does not include Membership/ Chairmanship in Committee of Directors of Pan India Corporation Limited.None of independent director is serving more than 7 listed companies.There is no relationship between directors of the company. Further, non - executive directors does not have any shareholding in the company.Independent DirectorsThe Non-Executive Independent Directors fulfill the conditions of Independence as specified in Section 149(6) of Companies Act, 2013 and rules made there under and meet the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A formal letter of appointment was issued to the Independent Directors of the company in the manner as provided under the Companies Act, 2013 and disclosed on the website of the Company(http://www.panindiacorp.com/docs.html).Further, the details regarding programmes for familiarization of Independent Directors with the company, their roles and responsibilities in the company, business model of the company and other related matter are put on the website of the Company at the link: http://www.panindiacorp.com/familirisation_policy.pdf which is also explained in the Director’s Report.Details of Board MeetingsThe Board meets at regular intervals to discuss and decide on business strategies/ policies and review the financial performance of the Company.The notice of each Board Meeting is given in writing to each Director. The Agenda along with the relevant notes and other material information are sent in advance separately to each director.During the Financial Year 2017-2018, the Board met Eight (8) times. The meetings were held on 07/05/2017, 13/05/2017, 29/05/2017, 26/08/2017, 24/10/2017, 09/12/2017, 12/02/2018 and 26/03/2018. The intervening period between two meetings was well within the maximum period mentioned under Section 173 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015.COMMITTEES OF THE BOARDThe Board of Directors has constituted the board Committees to deal with specific areas and activities, which concern the Company and need a closer view.The Board has currently the following Committees:(3) AUDIT COMMITTEEThe present Audit Committee of the Board comprises of three members. Mr. Harish Kumar Chauhan, Non-Executive Independent Director is the Chairman of the committee and Mr. Ankit Rathi, Non-Executive Promoter Director and Mrs. Preeti Sharma, Non-Executive Independent Director are members of the committee.All the members of the committee are well versed in finance matters, accounts and general business practice.The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.Meetings:The Audit Committee met 4 times during the year on 29/05/2017, 26/08/2017, 09/12/2017 and 12/02/2018. The attendance of Members at the Meetings was as follows:

S.No. Name of the Members Status No. of meetings during the year No. of Meetings Attendedi) Mr. Harish Kumar Chauhan Chairman 4 4ii) Mrs. Preeti Sharma Member 4 4iii) Mr. Ankit Rathi Member 4 4

Terms of Reference:POWER OF AUDIT COMMITTEEThe Audit Committee shall have powers, which should include the following:1. To investigate any activity within its terms of reference.2. To seek information from any employee.3. To obtain outside legal or other professional advice.4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

29

ANNUAL REPORT 2017-2018ROLE OF AUDIT COMMITTEEThe role of Audit Committee includes the review of the following:1) Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is

correct, sufficient and credible; 2) Recommendation for appointment, remuneration and terms of appointment of auditors of the company; 3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors; 4) Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with

particular reference to: (a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of

sub-section 3 of section 134 of the Companies Act, 2013; (b) Changes, if any, in accounting policies and practices and reasons for the same; (c) Major accounting entries involving estimates based on the exercise of judgment by management; (d) Significant adjustments made in the financial statements arising out of audit findings; (e) Compliance with listing and other legal requirements relating to financial statements; (f) Disclosure of any related party transactions; (g) Qualifications in the draft audit report;5) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential

issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7) Review and monitor the auditor’s independence and performance, and effectiveness of audit process; 8) Approval or any subsequent modification of transactions of the company with related parties; 9) Scrutiny of inter-corporate loans and investments; 10) Valuation of undertakings or assets of the company, wherever it is necessary; 11) Evaluation of internal financial controls and risk management systems; 12) Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control systems;13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the

official heading the department, reporting structure coverage and frequency of internal audit;14) Discussion with internal auditors of any significant findings and follow up there on; 15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure

of internal control systems of a material nature and reporting the matter to the board; 16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain

any area of concern; 17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of

declared dividends) and creditors;18) To review the functioning of the Whistle Blower mechanism; 19) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that

function) after assessing the qualifications, experience and background, etc. of the candidate; 20) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee RELATED PARTY TRANSACTIONThere is no transaction of materially significant nature with related party that may have potential conflict with the interest of the Company at large. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company (http://www.panindiacorp.com/RelatedPartyPolicy-v1.2.pdf). The same has been referred in Directors Report also.(4) NOMINATION &REMUNERATION COMMITTEEThe Nomination & Remuneration Committee of the Board comprises three members. Mr. Harish Kumar Chauhan, Non-Executive Independent Director, is the Chairman of the Committee and Mr. Vijay Pal Shukla, Non-Executive Director and Mrs. Preeti Sharma, Non-Executive Independent

30

Director are members of the committee.The composition, quorum, powers, role and scope are in accordance with Section 178 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.MEETINGS OF NOMINATION AND REMUNERATION COMMITTEEDuring the Financial Year 2017-2018 the Committee met Once i.e. on 05/05/2017. The attendance of Members at the Meeting was as follows:

S.No. Name of the Members Status No. of meetings during the year No. of Meetings Attendedi) Mr. Harish Kumar Chauhan Chairman 1 1ii) Mr. Vijay Pal Shukla Member 1 1iii) Mrs. Preeti Sharma Member 1 1

TERMS OF REFERENCEThe role of Nomination and Remuneration Committee includes the following1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a

policy, relating to the remuneration of the directors, key managerial personnel and other employees; 2) Formulation of criteria for evaluation of Independent Directors and the Board; 3) Devising a policy on Board diversity; 4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid

down and recommend to the Board their appointment and removal. 5) Extension or continuation of the term of appointment of the independent director, on the basis of the report of performance evaluation of

independent directors.PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORSThe performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgment.(5) REMUNERATION OF DIRECTORSThe Remuneration Policy of the Company for Directors, Key Managerial Personnel and Senior Management is annexed as Annexure C to the Director’s Report. The Company’s remuneration policy is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in accordance with the existing industry practice.Further, the evaluation of all the directors and the Board as a whole and that of its committee was conducted based on the criteria and framework adopted by the Board, which was explained in the Director’s Report.Nil Remuneration was paid to any director of the company during the financial year 2017 -2018 The tenure of the office of the Managing Director is for 3 years from the respective date of his appointment i.e. 07th May, 2017 and tenure of Independent Director is for 5 years from the conclusion of 30th Annual General Meeting i.e. 30th September, 2014 and can be terminated by either party by giving one month’s advance notice in writing. There is no separate provision for payment of severance fees.Further, there was no pecuniary relationship or transactions of the non-executive directors vis-à-vis the company and non-executive directors do not hold any shareholding in the company.(6) STAKEHOLDERS RELATIONSHIP COMMITTEEThe Stakeholders Relationship Committee of the Board comprises of two members. Mr. Vijay Pal Shukla, Non-Executive Director, is the Chairman of the committee. The other member of Stakeholders Relationship Committee includes Mr. Ankit Rathi, Non-Executive promoter Director. The composition, quorum, powers, role and scope are in accordance with Section 178 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE:The Committee met 4 times during the year on 27/05/2017, 24/08/2017, 04/12/2107 and 09/02/2018. The attendance of Members at the Meeting was as follows:

S.No. Name of the Members Status No. of meetings during the year No. of Meetings Attendedi) Mr. Vijay Pal Shukla Chairman 4 4ii) Mr. Ankit Rathi Member 4 4

31

ANNUAL REPORT 2017-2018a) The Stakeholders Relationship Committee is entrusted with the responsibility to resolve the grievances of security holders. The Committee

monitors and reviews the performance and service standards of the Registrar and Share Transfer Agents of the Company i.e. Abhipra Capital Limited and provides continuous guidance to improve the service levels for investors. The Committee received and redresses the complaints of the shareholders in respect of matters pertaining to transfer of shares, non-receipt of Annual Report, dematerialization of shares, non-receipt of declared dividend etc.

Investor Grievance RedressalThe number of complaints received and resolved to the satisfaction of investors during the year under review is as under:

Received Resolved BalanceComplaints during the quarter 1 1 Nil

As on March 31, 2018 no complaints were outstanding.Compliance officerMr. Omprakash Ramashankar Pathak, Managing Director and Compliance Officer of the Company is responsible for complying with requirements of Securities Laws and Listing Agreements/ SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 with Stock Exchanges.• INDEPENDENT DIRECTOR’S MEETINGDuring the year under review, the Independent Directors met on 05th August, 2017, inter alia, to discuss:i) Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole.ii) Evaluation of performance of the Chairman of the Company, taking into account the views of Executive & Non-Executive Directors.iii) Evaluation of quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to

effectively and reasonably perform its duties.(7) RISK MANAGEMENT COMMITTEEThe Risk Management Committee of the Board comprises of two members. Mr. Ankit Rathi, Non-Executive Director, is the Chairman of the committee. The other member of Risk Management Committee includes, Mr. Vijay Pal Shukla, Non-Executive Director.The composition, quorum, powers, role and scope are in accordance with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.MEETINGS OF RISK MANAGEMENT COMMITTEE:During the Financial Year 2017- 2018 the Committee met Once i.e. on 28/06/2017. The attendance of Members at the Meeting was as follows:

S.No. Name of the Members Status No. of meetings during the year No. of Meetings Attendedi) Mr. Ankit Rathi Chairman 1 1ii) Mr. Vijay Pal Shukla Member 1 1

The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of all risks.The Risk Management Committee lays down the procedures to inform Board members about the risk assessment and minimization procedures. Risk Management Committee is also responsible for monitoring and reviewing risk management plan of the Company.Constitution of Risk Management Committee is applicable on the top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Our Company does not fall in the above limit of top 100 companies therefore, the Board of Directors in their meeting held on 26th August, 2017 have dissolved Risk Management Committee w.e.f. 26th August, 2017(8) GENERAL BODY MEETINGSDetails about Annual General Meetings held in last three years are as follows:

For the Year Venue Day, Date & Time Special Resolution *2014-2015 Plot No. 122, Mahalaxmi Vihar,

Karawal Nagar, Delhi- 110094Wednesday, 30th

September, 2015 at 09.00 A.M.

Adoption of newly substituted Articles of Association of the company containing regulations in line with Companies Act, 2013. (***)

2015-16 Plot No. 122, Mahalaxmi Vihar, Karawal Nagar, Delhi- 110094

Friday, 30th Septem-ber, 2016 at 09:00

A.M.

Approval of Material Related Party Transaction. (***)

2016 -17 Plot No. 122, Mahalaxmi Vihar, Karawal Nagar, Delhi- 110094

Thursday, 28th September, 2017 at

10:00 A.M.

Appointment of Mr. Omprakash Ramashankar Pathak as Managing Director of the Company.

32

*** Special Resolution was passed through e-voting and physical voting i.e. by ballot form at AGM• No resolution was passed through Postal Ballot during the period 2017-18.POSTAL BALLOT During the Financial Year 2016-17 no resolution was passed through Postal Ballot.Procedure for Postal BallotIn compliance with section 108 and 110 and other applicable provisions of the Companies Act, 2013 read with related Rules, the Company provides electronic – voting (e-voting) facility to all its members. The Company engage the services of NSDL for the purpose of providing e-voting facility to all its members. The members have the option to vote either by physical ballot or through e-voting.The Company dispatched the postal ballot notices and forms along with postage prepaid business reply envelopes to its members whose names appears on the register of members as on cut-off date. The postal ballot notice is sent to members through permissible mode. The Company also publishes a notice in the newspaper declaring the details of completion of dispatch and other requirements as mandated under the Act and applicable rules.Voting rights are reckoned on the paid-up value of the shares registered in the name of the members as on cut-off date. Members desirous to exercise their vote by physical postal ballot forms are requested to return the forms, duly completed and signed, to the scrutinizer on or before the close of the voting period. Members desirous to exercise their vote by electronic mode are requested to vote before close of business hours on the last date of e-voting.The scrutinizer submits his report to the Chairman, after the completion of the scrutiny and the consolidated results of the voting by postal ballot are then announced by the Chairman/Whole Time Director. The Results are communicated to the stock exchanges. • Details of special resolution proposed to be conducted through postal ballotNo special resolution is proposed to be conducted through postal ballot.(9) DISCLOSURES (a) Disclosures on materially significant related party transactions that may have potential conflict with the

interests of company at large. During the period under review, the company had not entered into any material transaction which were in conflict with the company’s interest.

All related party transactions are on arm’s length basis and are intended to further the company’s interest. (b) Details of non-compliance by the company, penalties and strictures imposed on the company by Stock

Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

There has been no non-compliance by the Company nor were any penalties or strictures imposed on the Company by Stock Exchanges, SEBI or any other statutory authority on any matter related to capital markets during the last three years.

(c) Whistle Blower policy and affirmation that no personnel have been denied access to the audit committee. Company has a Whistle Blower Policy for Directors & employees to report to the management about the unethical behavior, fraud or violation

of Company’s Code of Conduct. The mechanism provides for adequate safeguards against victimization of employees and directors who use such mechanism and makes provision for direct access to the Chairperson of Audit Committee. None of the personnel of the Company has been denied access to the Audit Committee.

(d) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause

The Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As regard the non-mandatory requirements, Company tries to implement them to the extent possible.

(e) Web link where policy for determining ‘material’ subsidiaries is disclosed; There is no subsidiary of company, so no policy for determining material subsidiary is required to be disclosed on the website of the company.(f) Disclosure of commodity price risks and commodity hedging activities Not Applicable(g) Company has complied with the corporate governance requirements specified in regulation 17 to 27

and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(h) Company try to adopt the discretionary requirements as specified in Part E of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

33

ANNUAL REPORT 2017-2018GeneralA certificate duly signed by the Chief Financial Officer and Managing Director relating to financial statements and internal controls and internal control systems for financial reporting as per the format provided in Part B of Schedule II of SEBI (Listing Obligations Disclosure Requirement) Regulations, 2015 was placed before the Board, who took the same on record.1. Profile and other information regarding the Directors being appointed/re-appointed as required under Regulations 36(3) of SEBI (Listing

Obligations Disclosure Requirement) Regulations, 2015 have been given in the Notice of the Annual General Meeting annexed to this Annual Report.

2. The Company follows a formal management policy and system of legal compliance and reporting to facilitate periodical review by the Board of compliance status of laws applicable to the company and steps taken to rectify non-compliance, if any.

3. The Company’s senior management has confirmed to the Board of Directors that they do not have any personal interest related to its material, financial and commercial transactions that may have a potential conflict with the interests of the Company at large.

4. Declarations by the Managing Director regarding compliance by board members and senior management personnel with the company’s code of conduct

Mr. Omprakash Ramashankar Pathak, Managing Director of the Company has furnished the requisite declaration affirming compliance with the Code of Conduct by the board members and senior management personnel, for the financial year ended March 31, 2018, which is attached with the report.

5. The company has complied with all the Accounting Standards applicable to the company.6. The company has not come out with any Public Issue / Preferential Issue in the Financial Year 2017-2018.7. Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under SEBI

(Listing Obligations and Disclosure Requirement) Regulations, 2015 is attached herewith as part of Annual Report.(10) MEANS OF COMMUNICATION Quarterly Results Financial Express (English Daily) and For Quarter ended 30.06.2017Jan Satta (Hindi Daily) Financial Express (English Daily) and For Quarter ended 30.09.2017Jan Satta (Hindi Daily) Financial Express (English Daily) and For Quarter ended 31.12.2017Jan Satta (Hindi Daily) Financial Express (English Daily) and For Quarter ended 31.03.2018Jan Satta (Hindi Daily) Financial Results also displayed on the website of the company i.e. www.panindiacorp.comAs a matter of policy, the company will display the official news release at its website, whenever applicable. There were no instances during the year, which requires the company to make any presentation before institutional investor or to the analyst.(11) SHAREHOLDERS’ GENERAL INFORMATION(1) Annual General Meeting Day, Date and Time: Friday, 28th September, 2018 at 10:00 A. M. Venue: Plot No. 122, Mahalaxmi Vihar, Karawal Nagar, Delhi- 110094(2) Financial Calendar (Tentative) for the Financial Year –2018-2019 Tentative calendar of events for the financial year 2018-2019 (April to March) is as under: Adoption of Quarterly Financial Results for: First Quarter on or before 14th August, 2018 Third Quarter on or before 14th February, 2019 Second Quarter on or before 14th November, 2018 Fourth Quarter on or before 30th May, 2019(3) Book Closure The Register of Members and Share Transfer Register will remain closed from 23.09.2018 to 28.09.2018 (Both days inclusive) on account of

Annual General Meeting.(4) Dividend Payment Date No dividend has been recommended for the year ended 31st March, 2018.

34

(5) Listing at Stock Exchanges EQUITY SHARES

Sr. No. Name of Stock Exchange Stock Code/Symbol1. National Stock Exchange of India Ltd.***

Exchange Plaza, C-1, Block G, BandraKurla Complex, Bandra (E),Mumbai – 400051

SRGINFOTEC

2. The Bombay Stock Exchange LimitedPhiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001

511525

3. The Delhi Stock Exchange Ltd.3/1, DSE House, Asaf Ali Road, New Delhi – 110002

N.A.

4. Madras Stock Exchange LimitedNo. 30, Second Line Beach, Chennai, Tamil Nadu -600001

N.A.

5. The Stock Exchange Ahmedabad,Kamdhenu Complex, Opp. SahajanandCollege, Panjarapole, Ambawadi, Ahmedabad-380015.

N.A.

6. The Calcutta Stock Exchange Association Ltd.7, Lyons Range, Kolkata, West Bengal- 700001

29212

*** Company filed its application for voluntary delisting of the equity shares of the Company from National Stock Exchange of India Limited (“NSE”) on March 2, 2017 and NSE vide its letter dated June 08, 2017 confirmed the withdrawal of admission granted to dealings in securities of the company and removal of the Company from the list of Listed Securities on the NSE with effect from June 30, 2017.Securities and Exchange Board of India (SEBI) vide their circular dated 14th May, 2015 and 23rd January, 2017 derecognized Madras Stock Exchange and Delhi Stock Exchange respectively. Listing Fee for the year 2018-2019 has been paid to Bombay Stock Exchange.(6) Stock Code -- ISIN – INE376A01032Market Price Data: High Low for the period April 2017 to March 2018

Month High (Rs.) Low (Rs.)April 2017 0.33 0.28May 2017 0.33 0.28June 2017 0.31 0.24July 2017 0.27 0.22

August2017 0.25 0.22September 2017 0.25 0.25

October 2017 0.22 0.22November 2017 0.22 0.21December 2017 0.20 0.20January 2018 0.20 0.20February 2018 0.19 0.19

March 2018 0.20 0.19Source: BSE Portal (7) Registrar & Share Transfer Agents Pursuant to the SEBI directive, the Company has appointed M/s Abhipra Capital Limited as Share Transfer Agent for maintaining all the

work related to share registry in terms of both physical and electronic form. Shareholders can communicate with them for lodgment of transfer deeds and their queries at the following address:

Abhipra Capital Limited A-387-Abhipra Complex,Dilkhush Industrial Area, G.T. Karnal Road, Azadpur, New Delhi – 110 033 Phone: 011-011-42390909, Fax: 011-27215530 E-Mail ID : [email protected] Contact Person: Mr. JeewatRai- Vice President(8) Share transfer system Transfers of Equity Shares are handled by Abhipra Capital Limited. The transferee is required to furnish transfer deed duly completed in all

respects together with share certificate to Abhipra Capital Limited at the above address in order to enable the Registrar and transfer agent to process the transfer.

35

ANNUAL REPORT 2017-2018 The committee normally attends to share transfer formalities once in a fortnight. De-mat requests are normally confirmed within 21 days from

the date of receipt of request. The Company obtains from a company secretary in Practice half yearly Certificate of compliance with the share transfer formalities as required under regulation 40(9) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and files a copy of the said certificate with Stock Exchanges.

The Securities and Exchange Board of India (SEBI) vide its notification no SEBI/LAD-NRO/GN/2018/24 dated 08th June, 2018 mandated that, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. W.e.f. 05.12.2018 it shall be mandatory to demat the securities for getting the shares transferred. Members holding shares in physical form are, therefore, requested to convert their holding in Demat form before 05.12.2018

(9) Shareholding Pattern as on 31st March, 2018

Category No. of Shares held % of ShareholdingA. PROMOTERSPromoter and Promoter Group 97508369 45.51B. PUBLICBodies Corporate 4579474 2.14Individuals holding nominal share capital upto 2 lac 79334313 37.03Individuals holding nominal share capital in excess of 2 lac 31961464 14.92Others 872880 0.41TOTAL 214256500 100

(10) Distribution of Shareholding as on 31st March, 2018Category No. of Shareholders % of Shareholders No. of Shares Held % of Shareholding1-5000 52904 64.473 12876260 6.0105001-10000 13497 16.449 11984045 5.59310001-20000 7142 8.704 11637747 5.43220001-30000 2610 3.181 6859295 3.20130001-40000 1126 1.372 4096985 1.91240001-50000 1543 1.880 7504689 3.50350001-100000 1902 2.318 14844826 6.929100001 & above 1332 1.623 144452653 67.240Total 82056 100 214256500 100.00

(11) Dematerialization of shares Pursuant to the SEBI directive, to enable the shareholders to hold their shares in electronic form, the company has enlisted its shares with

National Securities Depository Limited (NSDL) & Central Depository Services (India) Ltd. (CDSL). Company has been allotted ISIN No. INE376A01032. As at 31.03.2018, 2,97,91,535 Equity Shares were held in de-mat form in CDSL and 7,82,27,944 shares were held in de-mat form in NSDL.

(12) Outstanding GDR’S/ADR’s/ Warrants or any Convertible instruments, conversion date and likely impact on equity.

There are no Outstanding GDR’S/ADR’s/ Warrants or any Convertible instruments. (13) Commodity price risk or foreign exchange risk and hedging activities Not Applicable(14) Plant Location The Company does not carry any manufacturing activity.(15) Address for correspondence: Pan India Corporation Limited 711, 7th Floor, New Delhi House, 27, Barakhamba Road, New Delhi-110001

36

To The Members of Pan India Corporation LimitedDECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCTIn Compliance with Regulation 26 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I, Omprakash Ramashankar Pathak, Managing Director of the Company, hereby declare that all Board members and senior management personnel have affirmed compliance with the Code of Conduct formulated by the Company for the financial year ended March 31, 2018 and there is no non-compliance thereof during the period under review.


Sd/-Date: 27.08.2018 Omprakash Ramashankar PathakPlace: New Delhi Managing Director DIN - 01428320

MANAGING DIRECTOR AND CFO CERTIFICATIONTo The Board of DirectorsPan India Corporation LimitedWe, Omprakash Ramashankar Pathak, Managing Director and Suresh Pratap Singh, Chief Financial Officer of Pan India Corporation Ltd., to the best of our knowledge and belief hereby certify that: a) We have reviewed financial statements and the cash flow statement of the company for the year ended 31st March, 2018 and that to the best

of our knowledge and belief: i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii. These statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards,

applicable laws and regulations. b) There are to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or

violative of the company’s code of conduct. c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness

of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the Auditors and the Audit Committee; i) Significant changes in internal control over financial reporting during the year; if any, ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements;

if any, and iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the Management or an Employee

having a significant role in the Company’s internal control system over financial reporting.


Sd/- Sd/-Date: 27/08/2018 Omprakash Ramashankar Pathak Suresh PratapPlace: New Delhi Managing Director CFO DIN: - 01428320

37

ANNUAL REPORT 2017-2018INDEPENDENT AUDITOR’S REPORT

To the Members of Pan India Corporation LimitedReport on the Financial StatementsWe have audited the accompanying financial statements of Pan India Corporation Limited (“the Company”), which comprise the Balance Sheet as at 31stMarch,2018, the Statement of Profit and Loss and the Statement of Cash Flow, the statement of change in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standard) Rules, 2015. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material mis-statement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes valuating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the

overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.Opinion :In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India (read with Note 19 to Accounts) of the state of affairs of company as at March 31st, 2018, and its loss and its statement of cash flows, the change in Equity for the year ended on that date.Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2016(“the

Order”), issued by the Central Government of India in terms of sub-section 11 of section 143 of the Act, we give in the “Annexure-I” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that: a) We have sought and obtained all the information and

explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss and the statement of cash flows, the change in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the IND AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on 31stMarch, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure-II”; and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 17 para 2.5 To the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

38

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For, Soni Gulati & Co.Chartered AccountantsFRN 8770

Sanjeev KumarPartnerM.No. 091901

Place: New DelhiDate: 28.05.2018

ANNEXURE-I TO THE INDEPENDENT AUDITOR’S REPORT OF PAN INDIA CORPORATION LIMITEDThe Annexure referred to in our report to the members of Pan India Corporation Limited (‘the Company’) for the year ended 31stMarch, 2018. We report that:1. a) The company has maintained proper records showing full

particulars, including quantitative details and situation of fixed assets.

b) According to the information and explanations given to us, the fixed assets are physically verified by the management on annual basis which in our opinion is at reasonable intervals. As per information and explanations given to us, no material discrepancies were noticed on such verification as compared to book records.

c) The company does not have any immovable property in its name hence clause (i) (c) of paragraph 3 of the Order is not applicable to the Company.

2. a) As informed to us, the inventory of share has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

3. The company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investment made.

5. The Company has not accepted deposit from the public 6. The Central Government has not prescribed the maintenance

of cost records under sub-section (1) of section 148 of the Companies Act, 2013, for any of the activities of the company.

7. a). The company is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with appropriate authorities. According to the

information and explanations given to us below mentioned Income Tax liability outstanding as at 31stMarch, 2018 for a period of more than six months from the date they became payable are as follows:

AssessmentYear

Outstanding DemandAmount (Rs)

1993-94 147.831995-96 340.231996-97 465.961998-99 206.442008-09 2.96Total 1163.42

b). According to the information and explanations given to us, there are no disputed statutory dues payable in respect of income tax, sales tax, duty of customs, duty of excise and value added tax which are outstanding as at 31stMarch, 2018.However, according to information and explanations given to us, the following dues of Roc Fees have not been deposited by the Company on account of disputes:

Nature of the statute

Nature of dues

Amount (in Rs)

Period to which the amount relates

Forum where dispute is pend-ing

Compa-nies Act, 1956

R.O.C Fees for increase in authorized capital (Refer to Non-Current Liabilities)

Amount unascertained over 2.76cr. which has been ac-cepted by the company but not deposited as part pay-ment is not acceptable

F.Y 1996-97&F.Y 1998-99

District & Session Court, Tis Hazari, Del-hi-110054

8. According to the information and explanations given to us, the company has not taken any loan from any financial institution government bank dues of debenture holder during the year; hence clause (viii) of paragraph 3 of the Order regarding default is not applicable to the Company.

9. The company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year, hence clause (ix) of paragraph 3 of the Order regarding default is not applicable to the Company.

10. Based upon the audit procedures performed and information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year under audit.

11. According to the information and explanations given to us and based on our examination of the records of the company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company, hence clause (xii) of paragraph 3 of the Order is not applicable to the Company.

39

ANNUAL REPORT 2017-201813. According to the information and explanations given to us

and based on our examination of the records of the Company, transactions with the related parties are in compliance with the provisions of section 177 and 188 of the Act where applicable and the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. According to the information and explanation given to us and based on our examination of the records of the company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Therefore, provisions of clause (xv) of paragraph 3 of the Order are not applicable to the Company.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For SoniGulati& Co.Chartered AccountantsFRN 8770



ANNEXURE-II TO THE INDEPENDENT AUDITOR’S REPORT OF PAN INDIA CORPORATION LIMITEDThe Annexure referred to in our report to the members of Pan India Corporation Limited (‘the Company’) for the year ended 31stMarch, 2018.Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)We have audited the internal financial controls over financial reporting of Pan India Corporation Limited (“the Company”) as of 31 March 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and

completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.Auditors’ Responsibility Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.Meaning of Internal Financial Controls over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to

40

future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31stMarch 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Soni Gulati & Co.Chartered AccountantsFRN 8770



41

ANNUAL REPORT 2017-2018BALANCE SHEET AS AT 31ST. MARCH, 2018

Figures in Thousand

Particulars Note No. Figures as at Figures as at Figures as at March 31,2018 March 31,2017 April 1,2016ASSETS Non-current assets(a) Property,Plant and equipments 2 11.30 12.26 13.21 (h) Financial assets - - -(i) Investments 3 63,192.45 71,591.85 69,976.43 (ii) Trade Receivables 4 - - 0.54 (iii) Loans 5 1,58,718.99 1,70,948.39 1,76,355.45 (iv) Others (to be specified) 6 10.07 310.07 310.07 Current assets (a) Inventories 7 - - 1,859.44 (b) Financial Assets (i) Trade Receivables 4 4.40 - - (ii) Cash and cash equivalents 8 60.36 200.12 161.49 Total Assets 2,21,997.57 2,43,062.69 2,48,676.64EQUITY AND LIABILITIES Equity (a) Equity Share Capital 9 21,42,565.00 21,42,565.00 21,42,565.00 (b) Other Equity 10 (19,48,449.77) (19,27,316.70) (19,21,711.59)LIABILITIESNon-current liabilities(a) Financial Liabilities (a) Deferred tax liabilities(Net) 11 1.06 0.92 0.71 (b) Other non current liabilities 12 27,881.28 27,813.47 27,822.53 Total Equity and Liabilities 2,21,997.57 2,43,062.69 2,48,676.64

SIGNIFICANT ACCOUNTING POLICIES OTHER ADDITIONAL INFORMATION 1 - 0.00

NOTE NO 1 TO 19 ARE INTEGRATED PART OF 19 FINANCIAL STATEMENS IN TERMS OF OUR AUDIT REPORT OF EVEN DATE ATTACHED FOR SONI GULATI & CO. FOR & ON BEHALF OF BOARD CHARTERED ACCOUNTANTSFRN 08770 Sd/- Sd/- Sd/- (SANJEEV KUMAR) (OMPRAKASH RAMASHANKAR PATHAK) V.P. SHUKLAPARTNER MANAGING DIRECTOR DIRECTORM. NO. 091901 DIN-01428320 DIN-01379220

Sd/-PLACE : NEW DELHI (SURESH PRATAP SINGH) DATE : 28.05.2018 CFO

42

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED MARCH 31, 2018Particulars Note No. Figures as at the end of Figures as at the end of March 31,2018 March 31,2017

INCOME Revenue from operations 13 - 810.53

Other income 14 - 90.00

Total income - 900.53 EXPENSES Cost of materials consumed

Purchase of stock in trade

Changes in inventories of finished goods, 15 - 244.03

stock in trade and work in progress

Employee benefit expenses 16 490.27 1,229.23

Finance costs 17 - -

Depreciation and amortisation expenses 2 0.96 0.96

Other expenses 18 20,641.70 5,031.21

Total expenses 21,132.93 6,505.43 Profit before exceptional items and tax Exceptional items

Profit before tax (21,132.93) (5,604.90)

Tax expense

Current tax

Deferred tax (0.14) (0.21)

Total tax expense (0.14) (0.21)Profit for the year (21,133.07) (5,605.11)Earnings per equity share Basic earning (Rs.) per equity share of Rs. 10 Each (0.000099) (0.026)

Diluted earning (Rs.) per equity share of Rs. 10 Each (0.000099) (0.026)

SIGNIFICANT ACCOUNTING POLICIES 1 ADDITIONAL INFORMATION 19 NOTE NO 1 TO 19 ARE INTEGRATED PART OF FINANCIAL STATEMENS

IN TERMS OF OUR AUDIT REPORTOF EVEN DATE ATTACHED FOR SONI GULATI & CO. FOR & ON BEHALF OF BOARD CHARTERED ACCOUNTANTSFRN 08770 Sd/- Sd/- Sd/- (SANJEEV KUMAR) (OMPRAKASH RAMASHANKAR PATHAK) V.P. SHUKLAPARTNER MANAGING DIRECTOR DIRECTORM. NO. 091901 DIN-01428320 DIN-01379220


43

ANNUAL REPORT 2017-2018Statement of Cash flows for the year ended March 31, 2018

Particulars Note 2017-18 2016-17

A: CASH FLOW FROM OPERATING ACTIVITIESProfit before tax (21,132.93) (5,604.89)Adjustments for: - - Add: Depreciation & ammortisation expenses 0.96 0.96 Finance costs - - Loss on disposal of property,plant& equipment - - Unrealised exchange rate difference - Loss on sale of Investment 8,214.00 - (12,917.98) (5,603.93)Less: Dividend received - 6.00 Interest income from financial assets measured at ammortised costs - - Gain on disposal of equity instruments measured at cost - - Gain on disposal of property, plant & equipment - - Operating profit before change in operating assets & liabilities (5,609.93)Adjustments for: (Increase)/decrease in inventories - 1,859.44 (Increase)/decrease in Loan and Advances 12,229.40 5,407.05 Other liabilities 67.82 (9.06) (Increase)/decrease in trade receivables 295.60 0.54 Sale of Investments - - (Increase)/decrease in other financial assets - - (Increase)/decrease in other assets - - Increase/(decrease) in non-current loans - Increase/(decrease) in current loans - - Increase/(decrease) in trade payables - - - - (Increase)/decrease in Investment - (1,615.41) Increase/(decrease) in other current liabilities - - Increase/(decrease) in current provisions - - Increase/(decrease) in non-current provisions - - 12,592.82 5,642.56Cash generated from operations - - Less: - - Income tax paid(net of refund) Net cash flow from operating activities A (325.16) 32.63

B: CASH FLOW FROM INVESTING ACTIVITIES Payment to acquire property,plant & equipments - - Proceeds from disposal of equity instruments measured at FVOCI - - Proceeds from redemption of Preferance shares measured at FVPL 185.40 - Repayments/(Disbursement) of loans given - - Proceeds/(Payment) from fixed deposits - -

44

Proceeds from disposal of property,plant & equipments - - Interest received on financial assets measured at ammortised cost - - Dividend received - 6.00CASH FLOW FROM INVESTING ACTIVITIES B 185.40 6.00 C: CASH FLOW FROM FINANCING ACTIVITIES Repayments of term loans/non-current borrowings - - Disbursement/ (Repayments) of working capital loans/current borrowings - - Total disbursement/(repayments) of working capital loans/current borrowings - - Payment of unclaimed dividend - - Interest paid - - Dividend on Equity shares(including dividend distribution tax) - - Purchase of equity instruments measured at cost - - Proceeds from disposal of equity instruments measured at cost - - CASH FLOW FROM FINANCING ACTIVITIES C - -

Net increase/(decrease) in cash & cash equivalents A+B+C (139.76) 38.63 Cash & cash equivalents at the beginning of the financial year 200.12 161.49 Cash & cash equivalents at the end of the financial year 60.36 200.12

IN TERMS OF OUR AUDIT REPORTOF EVEN DATE ATTACHED FOR SONI GULATI & CO. FOR & ON BEHALF OF BOARD CHARTERED ACCOUNTANTSFRN 08770 Sd/- Sd/- Sd/- (SANJEEV KUMAR) (OMPRAKASH RAMASHANKAR PATHAK) V.P. SHUKLAPARTNER MANAGING DIRECTOR DIRECTORM. NO. 091901 DIN-01428320 DIN-01379220


45

ANNUAL REPORT 2017-2018Statement of changes in Equity for the year ended March 31, 2018

A: Equity share capital

Particulars Note AmountAs at April 1,2016 21,42,565 Changes in Equity share capital during the year - As at March 31,2017 21,42,565 Changes in Equity share capital during the year - As at March31,2018 21,42,565

B: Other equity

RESERVE & SURPLUSParticulars General Re-

serveProfit & Loss

Account"Others

reserves""Total other

equity"As at April 1,2016 7,00,000.00 (26,21,711.59) - (19,21,711.59)Profit/Loss for the year - (5,605.10) - (5,605.10)

Other comprehensive income - - - -

Total comprehensive income for the year - - - -

Hedging gain/(loss) reclassified to statement of profit & loss

- - - -

Transactions with owners in their capacity as owners

- - - -

Dividend paid(including dividend distribution tax) - - - -

As at March 31,2017 7,00,000.00 (26,27,316.69) - (19,27,316.69)Profit/Loss for the year - (21,133.07) - (21,133.07)

Other comprehensive income - - - -

Total comprehensive income for the year - - - -

Hedging gain/(loss) reclassified to statement of profit & loss

- - - -

Transactions with owners in their capacity as owners

- - - -

Dividend paid(including dividend distribution tax) - - - -

As at March 31,2018 7,00,000.00 (26,48,449.76) - (19,48,449.76)

For Soni Gulati & Co. For & On behalf of Board of DirectorsChartered Accountants FRNo.: 8770

Sd/- Sd/- Sd/-(SANJEEV KUMAR) Omprakash Ramashankar Pathak V.P. Shukla Partner (Managing Director) (Director)Membership No. 091901 DIN-01428320 DIN-01379220

Sd/-Place: New Delhi Suresh Pratap SinghDate: 28.05.2018 CFO

46

NOTE-1SIGNIFICANT ACCOUNTING POLICIES AS AT MARCH 31, 20181. Basis of preparation: i) Compliance with IND AS: The Financial Statements comply in all material respects

with Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The financial Statements up to the year ended March 31, 2017 were prepared in accordance with the Accounting Standard notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Companies Act, 2013. These Financial Statements are the first Financial Statements of the Company under IND AS. Refer Notes for explanations on how the transition from previously applicable Indian GAAP (hereinafter referred to as ‘IGAAP”) to IND AS has affected the financial position, financial performance and cash flows of the Company.

ii) Historical cost convention: The Financial Statements have been prepared on a historical

cost basis.IND AS 01: Presentation of Financial Statements IND AS 01 has been applied in preparing and presenting, General pur-pose financial statement. Appending notes contain information in ad-dition to that, presented in Balance Sheet, Statement of Profit & Loss, Statement of Change in Equity and statement of cash flows. Notes pro-vide narrative description or disaggregation of items presented in these financial statements and information about the items that do not qualify for recognition in financial statement.Other Comprehensive Income comprises items of income and expens-es that are not recognized in profit and loss, as required or permitted by other IND AS. Financial Statements have been prepared on going concern assumption.IND AS 2: Inventories As per Ind-AS 2, Inventories:Inventory is valued at cost or net realizable value whichever is lower. Cost is arrived at, by First In First Out formula. Cost comprises all costs of purchase and other costs in-curred.IND AS 07: Statement of Cash Flows Statement of cash flow has been prepared in accordance with require-ments of IND 07 & is presented as an integral part of financial state-ments for each period for which reporting is required.This statement reports cash flows during the period classified by oper-ating, investing & financial activities. Cash flows from operating activi-ties is reported using the Indirect method.IND AS 12: Income Taxes The income tax expenses or credit for the period is the tax payable on taxable income of current period based on applicable income tax rates adjusted by changes in deferred tax assets and liabilities attributable to

temporary difference and unused tax losses.The current income tax charges are calculated on the basis of tax laws enacted or substantively enacted at the end of reported period. The management periodically evaluates position taken in tax returns with respect to situation in which applicable tax regulation is subject to in-terpretation. It establishes provision where appropriate, on the basis of amounts expected to be paid to tax authorities.Deferred tax assets are recognized for all deductible temporary differ-ence and unused tax losses only if it is probable that future tax amount will be available to utilize those temporary differences and losses. Cur-rent and deferred tax is recognized in profit and losses, except to the extent that it relates to items recognized in Other Comprehensive In-come or directly in equity.IND AS 16: Property Plant and Equipments All other items of property, plant and equipments are stated at acquisi-tion cost, net of accumulated Depreciation and accumulated impair-ment losses if any. Historical cost includes expenditure that is directly attributable to the acquisition of items.Subsequent expenses are included in the carrying amount of assets or recognized as a separate asset, as appropriate, only when it is prob-able that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. All other repair and maintenance are charged to the statement of profit and loss during the period in which they are incurred. Gains or losses arising on retirement, or disposal of assets are recognized in statement of profit and loss.Depreciation methods, estimated useful lives and residual value:Depreciation is provided on the written down value method to allocate the cost of assets, net of the residual values, over their estimated useful lives. Depreciation is calculated on pro-rata basis, both, from the date of acquisition in the year of acquisition and till the date of disposal/retirement, in the year of disposal/retirement.

Assets Useful LifeInvertor 8 Years

IND AS 18: RevenueRevenue is the gross inflow of economic benefits during the period arising in the course of the ordinary activities of an entity when those inflows result in increases in equity, other than increases relating to contribution from equity participants. Revenue is recognized only when it is probable the economic benefits associated with the transaction will flow to the entity. Exclusion from the definition of revenue are:• Amount collected on behalf of third parties, viz, sales tax, goods

and services tax: These are not economic benefits that will flow to the entity and do not result in equity.

• In agency relationship, amounts collected on behalf of principal. Entity recognizes revenue on accrual basis, except for dividend which is recognized as and when right to receive payment is established.IND AS 24: Related Party Disclosures Disclosures of related party relationship, transaction and outstanding balances including commitments in the financial statements have been

47

ANNUAL REPORT 2017-2018given, where ever required. Items of similar nature have been disclosed in aggregate except when separate disclosure is required for under-standing the effects of the same on financial statements of entity.IND AS -33: Earning per Share Basic and diluted earnings per share for profit or loss from continuing operations attributable to the ordinary equity holders of the entity for each class of ordinary shares that has a different right to share in profit, have been disclosed as per the requirements of IND AS 33. IND AS 37: Provision, Contingent Liabilities and Contingent Assets IND AS 37 has been applied in Accounting for provisions, contingent liabilities & contingent assets. A Provision shall be recognized only when: a) An entity has a present obligation due to past events;b) It is probable that an outflow of resources embodying economic

benefits will be an outflow of resources embodying economic benefits will be required to settle the obligation, and

c) A reliable estimate can be made of the amount of obligation. If these conditions are not met, no provision shall be recognized.

A contingent liability is disclosed, as required by paragraph 86, unless the possibility of an outflow of resources embounding economic benefit is remote. IND AS 108: Operating SegmentsSince the Company has only one segment of business. Therefore, the segment reporting is not applicable.IND AS 109: Financial Instruments The company classifies its financial assets in the following measure-ment categories:i. Those to be measured subsequently at fair value (either through

other Comprehensive Income, or through profit or loss)ii. Those measured at amortized costThe classification depends on the business model of the entity for man-aging financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be re-corded in profit or loss or other Comprehensive income for investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through Other Comprehensive Income. Subsequent measurement:After initial recognition, financial assets are measured at:I. Fair value (either through other Comprehensive Income (FVOCI)

or through profit or loss (FVPL) or,II. Amortized costThe company subsequently measures all investment in equity instru-ments at fair value. The management of the company has elected to present fair value gains or losses on such equity investment in Profit and loss. Dividends from such investments are recognized, as and when right to receive is established. Impairment losses (and reversal of impairment losses) on equity instruments measured at FVTPL (Fair

value through profit and loss) are not reported separately from other changes in fair value. IND AS 113: Fair Value Measurement The objective of a fair value measurement is to estimate the price at which an orderly transaction to sell or to transfer the liability would take place between market participants at the measurement date under cur-rent market conditions. A fair value measurement requires an entity to determine all the following:a) The particular asset or liability that is the subject of the

measurement (consistently with its unit of account)b) For a non-financial asset, the valuation premise that is appropriate

for the measurement (consistently with its highest and best use).c) The principal (or most advantageous) market for the asset or

liability.d) The valuation technique (s) appropriate for the measurement,

considering the availability of data to develop input that represent the assumptions that market participants would use when pricing the asset or liability and the level of the fair value hierarchy within which the inputs are categorized.

This IND AS defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Note n o. 2 PROPERTY , PLANT & EQUIPMENTS

Particulars Invertor TotalGross carrying valueBalance as at April 1,2016 15.13 15.13 Additions - - Disposals - - Balance as at March 31,2017 15.13 15.13 Additions - - Disposals - - Balance as at March 31,2018 15.13 15.13 Depreciation/AmmortisationBalance as at April 1,2016 1.91 1.91 Charge 0.96 0.96 Disposals/Adjustments - - Balance as at March 31,2017 2.87 2.87 Charge 0.96 0.96 Disposals/Adjustments - Balance as at March 31,2018 3.83 3.83 Net carrying value as at April 1,2016

13.21 13.21

Net carrying value as at March 31,2017

12.26 12.26

Net carrying value as at March 31,2018

11.30 11.30

Note:Property ,plant & equitments classified & presented above do not carry any kind of contractual obligation.

48

NOTES TO THE ACCOUNTS AS AT 31ST, MARCH, 2018 AS AT AS AT AS AT 31st MARCH 31st MARCH 01st APRIL 2018 2017 2016NOTE-3NON CURRENT INVESTMENTSOTHER INVESTMENTS :INVESTMENT IN EQUITY INSTRUMENTSQUOTED : EQUITY SHARES OF SHREE LAKSHMI COTSYN LTD349553 Equity shares of Rs 10/- each (Pr. Year 449553 Equity shares of Rs 10/- each) 28,287.72 36,682.72 36,667.30 EQUITY SHARES OF ALKA INDIA LTD 20000000 Equity shares of Rs 10/- each 1,600.00 1,600.00 -UNQUOTED : EQUITY SHARES OF SRG FINANCIAL & MGT. CONSULTANTS LTD 0.00 0.00 0.00 325000 Equity shares of Rs 10/- each (Pr. Year 325000 Equity shares of Rs 10/- each) (Rs.3249999 already tranferred to provision for dimunition)EQUITY SHARES OF SPECIALITIES ALLUMINIUN GRILLS PVT. LTD. 2,800.00 2,800.00 2,800.00 2800 Equity shares of Rs 100/- each (Pr. Year 2800 Equity shares of Rs 100/- each)EQUITY SHARES OF ALPS ENERGY PVT. LTD. 15,037.50 15,037.50 15,037.50 100000 Equity shares of Rs 10/- each (Pr. Year 100000 Equity shares of Rs 10/- each)EQUITY SHARES OF MILI INVESTMENT & TRADES PVT. LTD. 35.09 35.09 35.09 5000 Equity shares of Rs 10/- each (Pr. Year 5000 Equity shares of Rs 10/- each)EQUITY SHARES OF MITIKA TRADES PVT. LTD. 3.62 8.02 8.02 1800 Equity shares of Rs 10/- each(Pr. Year 4000 Equity shares of Rs 10/- each)EQUITY SHARES OF SPG FINVEST PVT. LTD. 15,428.52 15,428.52 15,428.52 81000 Equity shares of Rs 10/- each (Pr. Year 81000 Equity shares of Rs 10/- each) 63,192.45 71,591.85 69,976.43 (Aggregate value of Quoted Shares Rs. 29888/-PY: Rs. 38283/-) (Market value of Quoted Investment Rs. 4433/- PY: Rs.818/-). (Aggregate amount of Unquoted Investments Rs 33305./- PY:Rs.33309/-) NOTE-4 TRADE RECIEVABLES TRADE RECIEVABLES OUTSTANDING FOR A PERIOD 4.40 LESS THAN SIX MONTHSFROM THE DATE THEY ARE DUE FOR PAYMENT - - - UNSECURED CONSIDERED GOOD TRADE RECIEVABLES OUTSTANDING FOR A PERIODEXCEEDING SIX MONTHSFROM THE DATE THEY ARE DUE FOR PAYMENT - - 0.54 - UNSECURED CONSIDERED GOOD 4.40 - 0.54

49

ANNUAL REPORT 2017-2018NOTES TO THE ACCOUNTS AS AT 31ST, MARCH, 2018 AS AT AS AT AS AT 31st MARCH 31st MARCH 01st APRIL 2018 2017 2016

NOTE-5LONG TERM LOANS & ADVANCES LOANS & ADVANCES TO RELATED PARTIES:- UNSECURED CONSIDERED GOOD 1,03,374.49 83,658.66 1,06,674.78 OTHER LONG TERM LOANS & ADVANCES- UNSECURED CONSIDERED GOOD 55,344.50 87,289.74 69,680.67 1,58,718.99 1,70,948.39 1,76,355.45 NOTE-6OTHER FINANCIAL ASSETS (NON-CURRENT) AMOUNT RECOVERABLE - 300.00 300.00 INCOME TAX/TDS RECIEVABLE 10.07 10.07 10.07 10.07 310.07 310.07 INVENTORIES -7(AS TAKEN VALUED & CERTIFIED BY THE MANAGEMENT) STOCK-IN-TRADE (SHARES) - - 1,859.44 - - 1,859.44 NOTE-8CASH & CASH EQUIVALENTSCASH IN HAND 47.26 132.26 110.81 BALANCE WITH BANKS :IN CURRENT ACCOUNT 13.10 67.86 50.68 60.36 200.12 161.49

NOTE -9SHARE CAPITALAUTHORIZED SHARE CAPITAL300000000 EQUITY SHARES OF RS. 10/-EACH 30,00,000.00 30,00,000.00 30,00,000.00(PR. YEAR 300000000 EQUITY SHARES OF RS. 10/-EACH) ISSUED, SUBSCRIBED & PAID UP214256500 EQUITY SHARES OF RS. 10/-EACH 21,42,565.00 21,42,565.00 21,42,565.00( PR. YEAR 214256500 EQUITY SHARES OF RS. 10/-EACH) 21,42,565.00 21,42,565.00 21,42,565.00

DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% OF PAID UP EQUITY SHARE CAPITAL

SHARE-HOLDER

31.03.2018NO. OF

SHARES

31.03.2017NO. OF

SHARES

01.04.2016NO. OF

SHARES

AS AT 31.03.2018PERCENT-

AGE


AGE


AGEVIZWISE COM-MERCE PRIVATE LIMITED

97508269 97508269 97508269 45.51% 45.51% 45.51%

50

SHARE RECONCILIATION STATEMENT

AS AT 31.03.2018

AS AT 31.03.2017

AS AT 01.04.2016

PARTICULARS EQUITY EQUITY EQUITYSHARES OUTSTANDING AT THE BEGINNING OF THE YEAR 2,14,257 2,14,257 2,14,257 SHARES ISSUED DURING THE YEAR - - - SHARES BOUGHT BACK DURING THE YEAR - - - SHARES OUTSTANDING AT THE END OF THE YEAR 2,14,257 2,14,257 2,14,257

AS AT AS AT AS AT 31st MARCH 31st MARCH 01st APRIL 2018 2017 2016NOTE -10OTHER EQUITYRESERVES AND SURPLUSSHARE PREMIUM 7,00,000.00 7,00,000.00 7,00,000.00 PROFIT & LOSS ACCOUNTOPENING BALANCE (26,27,316.70) (26,21,711.59) (25,16,749.68)ADD: PROFIT/(LOSS) OF CURRENT YEAR (21,133.07) (5,605.11) (1,04,961.91)CLOSING BALANCE (26,48,449.77) (26,27,316.70) (26,21,711.59) (19,48,449.77) (19,27,316.70) (19,21,711.59)

NOTE- 11OTHER CURRENT LIABILITIESOTHER LIABILITIES 27,848.24 27,792.77 27,793.90 AUDIT FEES PAYABLE 33.04 20.70 28.63 27,881.28 27,813.47 27,822.53

51

ANNUAL REPORT 2017-2018 AS AT AS AT 31st MARCH 31st MARCH 2018 2017NOTE-12REVENUE FROM OPERATIONSSALE OF SHARES - 810.53 - 810.53 NOTE-13OTHER INCOME DIVIDEND - 6.00 CONSULTANCY CHARGES - 84.00 - 90.00NOTE-14CHANGE IN INVENTORIESOPENING STOCK - 1,859.44LESS : CLOSING STOCK - LESS: TRANFERRED TO INVESTMENTS - 1,615.41 - 244.03 NOTE-15EMPLOYEE BENEFIT EXPENSESSALARY & STIPEND EXPENSES 474.21 752.53DIRECTOR SALARY - 385.00STAFF WALFARE 8.16 50.46BONUS 7.90 41.25 490.27 1,229.23 NOTE-16FINANCE COSTS - - - - NOTE-17OTHER EXPENSESPUBLISHING EXPENSES 34.43 28.60 AUDITORS REMUNERATION 33.04 20.70A.G.M & E.G.M. EXPENSES - 9.85BANK CHARGES 2.20 0.37SUNDRY BALANCE W/OFF 11,441.17 3,200.00CONVEYANCE EXENSES - 2.12 CUSTODIAL EXPENSES 145.35 142.44 DESPATCH & COURIER CHARGES 203.10 211.67 D.P. CHARGES 0.93 2.00 FILING , LISTING FEE 352.80 655.61DE-LISTING FEE - 172.50 STT PAID - 0.41 LEGAL & PROFESSIONAL CHARGES 56.21 132.39 INTEREST PAID SERVICE TAX & TDS 0.75 0.51 PRINTING & STATIONERY 0.50 370.68 DIWALI EXPENSES - - TRAVELLING EXPENSES - 5.52 RTA EXPENSES 88.59 14.80 LOSS ON SALE OF INVESTMENTS 8,214.00 - PRIOR PERIOD EXPENSES - - COMPOUNDING FEES - - E VOTING CHARGES 67.86 57.83 LOSS ON SALE OF FIXED ASSETS - - SHORT & EXCESS - 3.21DEVLOPMENT CHARGES 0.78 - 20,641.70 5,031.21

52

NOTE-18

ADDITIONAL INFORMATION as at MARCH 31, 2018:1) The figures of the previous year have been regrouped /recast wherever necessary to correspond with current year figures.2) In the opinion of the Board and to the best of its knowledge, the value on realization of Current Assets, Loans and Advances, in the ordinary

course of business would not be less than the amount at which they are stated in the Balance Sheet except stated otherwise elsewhere.3) Remuneration to Auditor’s: - 2017-18 2016-17 Audit Fee - Rs. 33.04/- Rs. 20.70/- 4) Information pursuant to part II of the Companies Act 2013: i) No of employees who are in receipt of remuneration of Rs. 10200/- or more if employed full year or Rs. 850/- or more per month if

employed for part of the year. NIL (Previous year nil) ii) Earning in Foreign Currency NIL (Previous year nil) iii) Expenditure in Foreign Currency NIL (Previous year nil)5) The company has written off Rs. 11441.17/- during the year. This amount was recoverable for trade receivable / advances given in earlier years.

The management is of the view this amount is no more recoverable and limitation period has also expired. Details of this amount are as under:

NAME OF PARTY AMOUNT W. OFF.Cardinal Investor Pvt. Ltd. 11141.17/-

Sandeep Bansal 300/-

6) According to the information available with the company, there is no amount due to Micro, Small & Medium Enterprises as at 31st March, 2018.7) Related Party Relationship A. Associates: Vizwise Commerce Private Ltd. Key Management Personnel: Omprakash Pathak Ankit Rathi B. Related Party Transactions

Particulars OpeningBalance

Recd. Paid Closing Balance

MaximumOut standing

Vizwise Commerce Pvt Ltd 74013.73/- Dr. 1094.24/- Nil 72919.49/- 74013.73/- Dr

8) CONTIGENT LIABILITIES: A) The company has increased its authorized capital during the financial year 1996-97 and 1998-99 from Rs. 25 Crores to 55 Crores and 55

Crores to 300 Crores respectively. The fee for increase in capital has not been deposited in these years. Registrar of Companies, Delhi & Haryana filed the recovery case. The company has already accepted Rs. 27648.42/- and accordingly provided this amount as payable whereas ROC has not quantified the amount.

B) Income Tax dues of Rs. 1163.42/-, which is appearing on Income Tax Portal for which proper representation is to be made. 9) Note 1 to 8 forms an integral part of the accounts for the year ended March 31, 2018. 10) All the figures are in thousands.As per our audit report of even date attached

For Soni Gulati & Co. For & On behalf of Board of DirectorsChartered Accountants FRNo.: 8770

Sd/- Sd/- Sd/-(SANJEEV KUMAR) Omprakash Ramashankar Pathak V.P. Shukla Partner (Managing Director) (Director)Membership No. 091901 DIN-01428320 DIN-01379220

Sd/-Place: New Delhi Suresh Pratap SinghDate: 28.05.2018 CFO

FORM No. MGT-11PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3)of the Companies (Management and Administration) Rules, 2014]

CIN : L72200DL1984PLC017510Name of the Company : Pan India Corporation LimitedRegistered Address : 711, 7th Floor, New Delhi House, 27, Barakhamba Road, New Delhi - 110001

Name of the Members: -

Registered Address: -

E-mail id: -

Folio No. / Client Id: -

DP ID: -

I/We, being the member(s) holding …...................................….. shares of Pan India Corporation Limited, hereby appoint

1. Name: .............................................................................................................................................................................

Address: ..........................................................................................................................................................................

E-mail id: ..........................................................................................................................................................................

Signature…………......................................……, or failing him

2. Name: .............................................................................................................................................................................

Address: ..........................................................................................................................................................................

E-mail id: ..........................................................................................................................................................................

Signature…………......................................……, or failing him

3. Name: .............................................................................................................................................................................

Address: ..........................................................................................................................................................................

E-mail id: ..........................................................................................................................................................................

Signature…………......................................……

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 34th Annual General Meeting of the Company to be held on Friday, 28th September, 2018 at 10:00 A.M. at Plot No. 122, Mahalaxmi Vihar, Karawal Nagar, Delhi- 110094 and at any adjournment thereof in respect of such resolutions as are indicated below;

Resolution No. Resolution Optional*Ordinary Business: For Against1. To receive, consider and adopt the Audited Financial Statement of the

Company for the financial year ended on 31st March, 2018 along with Report of Director’s and Auditors’ thereon.

2. Re-appointment of Mr. Ankit Rathi (DIN: - 01379134), as a Director of the company, who retires by rotation.

Signed this................................. Day of ...................... 2018.

Signature of shareholder......................................................

Signature of Proxy holder(s)…….......................……………

Note:1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48

hours before the commencement of the Meeting. 2. Notwithstanding the above, the Proxies can vote on such other items which may be tabled at the meeting by the members present.3. For the Resolutions and Notes, please refer to the Notice of Annual General Meeting.4. The Company reserves its right to ask for identification of the proxy.5. The proxy form should be signed across the Revenue Stamp as per specimen signature(s) registered with the Company /depository participant.6. It is optional to indicate your preference. If you leave the for, Against or abstain column blank any or all resolution, your proxy will be entitled to

vote in the manner as he/she may deem appropriate.7. Appointing a proxy does not prevent a member from attending the meeting in person if he/she so wishes.

AffixRevenue

Stamp

Tear

Pag

e

ATTENDANCE SLIPPLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE MEETING VENUE

CIN : L72200DL1984PLC017510Name of the Company : Pan India Corporation LimitedRegistered Address : 711, 7th Floor, New Delhi House, 27, Barakhamba Road, New Delhi - 110001

Regd. Folio No. / DP ID/ Client ID:

Name & Address of First/Sole Shareholder:

No. of Shares held:

I certify that I am a member/proxy for the member of the Company.

I hereby record my presence at the 34th Annual General Meeting of the Company to be held on Friday, 28th Septem-ber, 2018 at 10:00 A.M. at Plot No. 122, Mahalaxmi Vihar, Karawal Nagar, Delhi-110094.

________________________Signature of Member/Proxy

Notes:a) Only Member/Proxy can attend the meeting. No minors would be allowed at the meeting.b) Member / Proxy wish to attend the meeting must bring this attendance slip to the meeting and handover at the entrance duly filled in and signed.

Documents

ANNUAL REPORT 2017-2018...2. To appoint a Director in place of Shri Ankit Rathi (DIN: - 01379134) Director, who retires by rotation and being eligible, offers himself for re-appointment